Submission for OMB Review; Comment Request, 69303-69304 [2011-28902]
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Federal Register / Vol. 76, No. 216 / Tuesday, November 8, 2011 / Notices
The purpose of Form N–54C is to
notify the Commission that the business
development company withdraws its
election to be subject to Sections 55
through 65 of the Investment Company
Act, enabling the Commission to
administer those provisions of the
Investment Company Act to such
companies.
The Commission estimates that on
average approximately 10 business
development companies file these
notifications each year. Each of those
business development companies need
only make a single filing of Form N–
54C. The Commission further estimates
that this information collection imposes
a burden of one hour, resulting in a total
annual PRA burden of 10 hours. Based
on the estimated wage rate, the total cost
to the business development industry of
the hour burden for complying with
Form N–54C would be approximately
$3,200.00.
The collection of information under
Form N–54C is mandatory. The
information provided by the form is not
kept confidential. 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 the background
documentation for this information
collection at the following Web site,
https://www.reginfo.gov. Comments
should be directed to: (i) Desk Officer
for the Securities and Exchange
Commission, Office of Information and
Regulatory Affairs, Office of
Management and Budget, Room 10102,
New Executive Office Building,
Washington, DC 20503, or by sending an
email to:
Shagufta_Ahmed@omb.eop.gov; and (ii)
Thomas Bayer, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Remi PavlikSimon, 6432 General Green Way,
Alexandria, VA 22312 or send an email
to: PRA_Mailbox@sec.gov. Comments
must be submitted to OMB within 30
days of this notice.
Dated: November 3, 2011.
Kevin M. O’Neill,
Deputy Secretary.
mstockstill on DSK4VPTVN1PROD with NOTICES
SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of Investor
Jkt 226001
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 a
request for extension of the previous
approved collection of information
discussed below.
The Investment Company Act of 1940
(the ‘‘Act’’) 1 establishes a
comprehensive framework for regulating
the organization and operation of
investment companies (‘‘funds’’). A
principal objective of the Act is to
protect fund investors by addressing the
conflicts of interest that exist between
funds and their investment advisers and
other affiliated persons. The Act places
significant responsibility on the fund
board of directors in overseeing the
operations of the fund and policing the
relevant conflicts of interest.2
In one of its first releases, the
Commission exercised its rulemaking
authority pursuant to sections 38(a) and
40(b) of the Act by adopting rule 0–1 (17
CFR 270.0–1).3 Rule 0–1, as
subsequently amended on numerous
occasions, provides definitions for the
terms used by the Commission in the
rules and regulations it has adopted
pursuant to the Act. The rule also
contains a number of rules of
construction for terms that are defined
either in the Act itself or elsewhere in
the Commission’s rules and regulations.
Finally, rule 0–1 defines terms that
serve as conditions to the availability of
certain of the Commission’s exemptive
rules. More specifically, the term
‘‘independent legal counsel,’’ as defined
in rule 0–1, sets out conditions that
funds must meet in order to rely on any
of ten exemptive rules (‘‘exemptive
rules’’) under the Act.4
The Commission amended rule 0–1 to
include the definition of the term
U.S.C. 80a.
example, fund directors must approve
investment advisory and distribution contracts. See
15 U.S.C. 80a–15(a), (b), and (c).
3 Investment Company Act Release No. 4 (Oct. 29,
1940) (5 FR 4316 (Oct. 31, 1940)). Note that rule 0–
1 was originally adopted as rule N–1.
4 The relevant exemptive rules are: rule 10f–3 (17
CFR 270.10f–3), rule 12b–1 (17 CFR 270.12b–1),
rule 15a–4(b)(2) (17 CFR 270.15a–4(b)(2)), rule 17a–
7 (17 CFR 270.17a–7), rule 17a–8 (17 CFR 270.17a–
8), rule 17d–1(d)(7) (17 CFR 270.17d–1(d)(7)), rule
17e–1(c) (17 CFR 270.17e–1(c)), rule 17g–1 (17 CFR
270.17g–1), rule 18f–3 (17 CFR 270.18f–3), and rule
23c–3 (17 CFR 270.23c–3).
2 For
BILLING CODE 8011–01–P
16:29 Nov 07, 2011
Extension:
Rule 0–1, SEC File No. 270–472, OMB
Control No. 3235–0531.
1 15
[FR Doc. 2011–28905 Filed 11–7–11; 8:45 am]
VerDate Mar<15>2010
Education and Advocacy,
Washington, DC 20549–0213.
PO 00000
Frm 00066
Fmt 4703
Sfmt 4703
69303
‘‘independent legal counsel’’ in 2001.5
This amendment was designed to
enhance the effectiveness of fund boards
of directors and to better enable
investors to assess the independence of
those directors. The Commission also
amended the exemptive rules to require
that any person who serves as legal
counsel to the independent directors of
any fund that relies on any of the
exemptive rules must be an
‘‘independent legal counsel.’’ This
requirement was added because
independent directors can better
perform the responsibilities assigned to
them under the Act and the rules if they
have the assistance of truly independent
legal counsel.
If the board’s counsel has represented
the fund’s investment adviser, principal
underwriter, administrator (collectively,
‘‘management organizations’’) or their
‘‘control persons’’ 6 during the past two
years, rule 0–1 requires that the board’s
independent directors make a
determination about the adequacy of the
counsel’s independence. A majority of
the board’s independent directors are
required to reasonably determine, in the
exercise of their judgment, that the
counsel’s prior or current representation
of the management organizations or
their control persons was sufficiently
limited to conclude that it is unlikely to
adversely affect the counsel’s
professional judgment and legal
representation. Rule 0–1 also requires
that a record for the basis of this
determination is made in the minutes of
the directors’ meeting. In addition, the
independent directors must have
obtained an undertaking from the
counsel to provide them with the
information necessary to make their
determination and to update promptly
that information when the person begins
to represent a management organization
or control person, or when he or she
materially increases his or her
representation. Generally, the
independent directors must re-evaluate
their determination no less frequently
than annually.
Any fund that relies on one of the
exemptive rules must comply with the
requirements in the definition of
‘‘independent legal counsel’’ under rule
0–1. We assume that approximately
3,796 funds rely on at least one of the
5 See Role of Independent Directors of Investment
Companies, Investment Company Act Release No.
24816 (Jan. 2, 2001) (66 FR 3735 (Jan. 16, 2001)).
6 A ‘‘control person’’ is any person—other than a
fund—directly or indirectly controlling, controlled
by, or under common control, with any of the
fund’s management organizations. See 17 CFR
270.01(a)(6)(iv)(B).
E:\FR\FM\08NON1.SGM
08NON1
69304
Federal Register / Vol. 76, No. 216 / Tuesday, November 8, 2011 / Notices
mstockstill on DSK4VPTVN1PROD with NOTICES
exemptive rules annually.7 We further
assume that the independent directors
of approximately one-third (1,265) of
those funds would need to make the
required determination in order for their
counsel to meet the definition of
independent legal counsel.8 We
estimate that each of these 1,265 funds
would be required to spend, on average,
0.75 hours annually to comply with the
recordkeeping requirement associated
with this determination, for a total
annual burden of approximately 949
hours. Based on this estimate, the total
annual cost for all funds’ compliance
with this rule is approximately
$169,927.00. To calculate this total
annual cost, the Commission staff
assumed that approximately two-thirds
of the total annual hour burden (633
hours) would be incurred by
compliance staff with an average hourly
wage rate of $235.00 per hour,9 and onethird of the annual hour burden (316
hours) would be incurred by clerical
staff with an average hourly wage rate
of $67.00 per hour.10
These burden hour estimates are
based upon the Commission staff’s
experience and discussions with the
fund industry. The estimates of average
burden hours are made solely for the
purposes of the Paperwork Reduction
Act. These estimates are not derived
from a comprehensive or even a
representative survey or study of the
costs of Commission rules.
Compliance with the collection of
information requirements of the rule is
mandatory and is necessary to comply
with the requirements of the rule in
general. 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 the background
documentation for this information
collection at the following Web site,
https://www.reginfo.gov. Comments
should be directed to: (i) Desk Officer
for the Securities and Exchange
Commission, Office of Information and
Regulatory Affairs, Office of
Management and Budget, Room 10102,
New Executive Office Building,
Washington, DC 20503, or by sending an
email to:
Shagufta_Ahmed@omb.eop.gov; and (ii)
Thomas Bayer, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Remi PavlikSimon, 6432 General Green Way,
Alexandria, VA 22312 or send an email
to: PRA_Mailbox@sec.gov. Comments
must be submitted to OMB within 30
days of this notice.
7 Based on statistics compiled by Commission
staff, we estimate that there are approximately 4218
funds that could rely on one or more of the
exemptive rules. Of those funds, we assume that
approximately 90 percent (3796) actually rely on at
least one exemptive rules annually.
8 We assume that the independent directors of the
remaining two-thirds of those funds will choose not
to have counsel, or will rely on counsel who has
not recently represented the fund’s management
organizations or control persons. In both
circumstances, it would not be necessary for the
fund’s independent directors to make a
determination about their counsel’s independence.
9 The estimated hourly wages used in this PRA
analysis were derived from reports prepared by the
Securities Industry and Financial Markets
Association. See Securities Industry and Financial
Markets Association, Report on Management and
Professional Earnings in the Securities Industry—
2010 (2010), modified to account for an 1800-hour
work year and multiplied by 5.35 to account for
bonuses, firm size, employee benefits and overhead;
and Securities Industry and Financial Markets
Association, Office Salaries in the Securities
Industry—2010 (2010), modified to account for an
1800-hour work year and multiplied by 2.93 to
account for bonuses, firm size, employee benefits
and overhead.
10 (633 × $235/hour) + (316 × $67/hour) =
$169,927.00.
Extension:
Form N–17f–1; SEC File No. 270–316;
OMB Control No. 3235–0359.
VerDate Mar<15>2010
16:29 Nov 07, 2011
Jkt 226001
Dated: November 3, 2011.
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2011–28902 Filed 11–7–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
Upon Written Request, Copies
Available From: Securities and
Exchange Commission, Office of
Investor Education and Advocacy,
Washington, DC 20549–0213.
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’’) has submitted to the
Office of Management and Budget a
request for extension of the previously
approved collection of information
discussed below.
Form N–17f–1 (17 CFR 274.219) is
entitled ‘‘Certificate of Accounting of
Securities and Similar Investments of a
Management Investment Company in
the Custody of Members of National
Securities Exchanges.’’ The form serves
as a cover sheet to the accountant’s
certificate that is required to be filed
periodically with the Commission
pursuant to rule 17f–1 (17 CFR 270.17f–
1) under the Act, entitled ‘‘Custody of
Securities with Members of National
Securities Exchanges,’’ which sets forth
PO 00000
Frm 00067
Fmt 4703
Sfmt 4703
the conditions under which a fund may
place its assets in the custody of a
member of a national securities
exchange. Rule 17f–1 requires, among
other things, that an independent public
accountant verify the fund’s assets at the
end of every annual and semi-annual
fiscal period, and at least one other time
during the fiscal year as chosen by the
independent accountant. Requiring an
independent accountant to examine the
fund’s assets in the custody of a member
of a national securities exchange assists
Commission staff in its inspection
program and helps to ensure that the
fund assets are subject to proper
auditing procedures. The accountant’s
certificate stating that it has made an
examination, and describing the nature
and the extent of the examination, must
be attached to Form N–17f–1 and filed
with the Commission promptly after
each examination. The form facilitates
the filing of the accountant’s certificates,
and increases the accessibility of the
certificates to both Commission staff
and interested investors.
Commission staff estimates that on an
annual basis it takes: (i) 1 hour of
clerical time to prepare and file Form
N–17f–1; and (ii) 0.5 hour for the fund’s
chief compliance officer to review Form
N–17f–1 prior to filing with the
Commission, for a total of 1.5 hours.
Each fund is required to make 3 filings
annually, for a total annual burden per
fund of approximately 4.5 hours.1
Commission staff estimates that an
average of 5 funds currently file Form
N–17f–1 with the Commission 3 times
each year, for a total of 15 responses
annually.2 The total annual hour burden
for Form N–17f–1 is therefore estimated
to be approximately 22.5 hours.3
The estimate of average burden hours
is made solely for the purposes of the
Paperwork Reduction Act, and is not
derived from a comprehensive or even
a representative survey or study of the
costs of Commission rules. Compliance
with the collections of information
required by Form N–17f–1 is mandatory
for funds that place their assets in the
custody of a national securities
exchange member. Responses will not
be kept confidential. 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.
1 This estimate is based on the following
calculation: (1.5 hours × 3 responses annually = 4.5
hours).
2 This estimate is based on a review of Form N–
17f–1 filings made with the Commission over the
last three years.
3 This estimate is based on the following
calculations: (4.5 hours × 5 funds = 22.5 total
hours).
E:\FR\FM\08NON1.SGM
08NON1
]]>Agencies
[Federal Register Volume 76, Number 216 (Tuesday, November 8, 2011)]
[Notices]
[Pages 69303-69304]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-28902]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Submission for OMB Review; Comment Request
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of Investor Education and Advocacy, Washington, DC
20549-0213.
Extension:
Rule 0-1, SEC File No. 270-472, OMB Control No. 3235-0531.
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 a request for extension of the previous approved collection
of information discussed below.
The Investment Company Act of 1940 (the ``Act'') \1\ establishes a
comprehensive framework for regulating the organization and operation
of investment companies (``funds''). A principal objective of the Act
is to protect fund investors by addressing the conflicts of interest
that exist between funds and their investment advisers and other
affiliated persons. The Act places significant responsibility on the
fund board of directors in overseeing the operations of the fund and
policing the relevant conflicts of interest.\2\
---------------------------------------------------------------------------
\1\ 15 U.S.C. 80a.
\2\ For example, fund directors must approve investment advisory
and distribution contracts. See 15 U.S.C. 80a-15(a), (b), and (c).
---------------------------------------------------------------------------
In one of its first releases, the Commission exercised its
rulemaking authority pursuant to sections 38(a) and 40(b) of the Act by
adopting rule 0-1 (17 CFR 270.0-1).\3\ Rule 0-1, as subsequently
amended on numerous occasions, provides definitions for the terms used
by the Commission in the rules and regulations it has adopted pursuant
to the Act. The rule also contains a number of rules of construction
for terms that are defined either in the Act itself or elsewhere in the
Commission's rules and regulations. Finally, rule 0-1 defines terms
that serve as conditions to the availability of certain of the
Commission's exemptive rules. More specifically, the term ``independent
legal counsel,'' as defined in rule 0-1, sets out conditions that funds
must meet in order to rely on any of ten exemptive rules (``exemptive
rules'') under the Act.\4\
---------------------------------------------------------------------------
\3\ Investment Company Act Release No. 4 (Oct. 29, 1940) (5 FR
4316 (Oct. 31, 1940)). Note that rule 0-1 was originally adopted as
rule N-1.
\4\ The relevant exemptive rules are: rule 10f-3 (17 CFR
270.10f-3), rule 12b-1 (17 CFR 270.12b-1), rule 15a-4(b)(2) (17 CFR
270.15a-4(b)(2)), rule 17a-7 (17 CFR 270.17a-7), rule 17a-8 (17 CFR
270.17a-8), rule 17d-1(d)(7) (17 CFR 270.17d-1(d)(7)), rule 17e-1(c)
(17 CFR 270.17e-1(c)), rule 17g-1 (17 CFR 270.17g-1), rule 18f-3 (17
CFR 270.18f-3), and rule 23c-3 (17 CFR 270.23c-3).
---------------------------------------------------------------------------
The Commission amended rule 0-1 to include the definition of the
term ``independent legal counsel'' in 2001.\5\ This amendment was
designed to enhance the effectiveness of fund boards of directors and
to better enable investors to assess the independence of those
directors. The Commission also amended the exemptive rules to require
that any person who serves as legal counsel to the independent
directors of any fund that relies on any of the exemptive rules must be
an ``independent legal counsel.'' This requirement was added because
independent directors can better perform the responsibilities assigned
to them under the Act and the rules if they have the assistance of
truly independent legal counsel.
---------------------------------------------------------------------------
\5\ See Role of Independent Directors of Investment Companies,
Investment Company Act Release No. 24816 (Jan. 2, 2001) (66 FR 3735
(Jan. 16, 2001)).
---------------------------------------------------------------------------
If the board's counsel has represented the fund's investment
adviser, principal underwriter, administrator (collectively,
``management organizations'') or their ``control persons'' \6\ during
the past two years, rule 0-1 requires that the board's independent
directors make a determination about the adequacy of the counsel's
independence. A majority of the board's independent directors are
required to reasonably determine, in the exercise of their judgment,
that the counsel's prior or current representation of the management
organizations or their control persons was sufficiently limited to
conclude that it is unlikely to adversely affect the counsel's
professional judgment and legal representation. Rule 0-1 also requires
that a record for the basis of this determination is made in the
minutes of the directors' meeting. In addition, the independent
directors must have obtained an undertaking from the counsel to provide
them with the information necessary to make their determination and to
update promptly that information when the person begins to represent a
management organization or control person, or when he or she materially
increases his or her representation. Generally, the independent
directors must re-evaluate their determination no less frequently than
annually.
---------------------------------------------------------------------------
\6\ A ``control person'' is any person--other than a fund--
directly or indirectly controlling, controlled by, or under common
control, with any of the fund's management organizations. See 17 CFR
270.01(a)(6)(iv)(B).
---------------------------------------------------------------------------
Any fund that relies on one of the exemptive rules must comply with
the requirements in the definition of ``independent legal counsel''
under rule 0-1. We assume that approximately 3,796 funds rely on at
least one of the
[[Page 69304]]
exemptive rules annually.\7\ We further assume that the independent
directors of approximately one-third (1,265) of those funds would need
to make the required determination in order for their counsel to meet
the definition of independent legal counsel.\8\ We estimate that each
of these 1,265 funds would be required to spend, on average, 0.75 hours
annually to comply with the recordkeeping requirement associated with
this determination, for a total annual burden of approximately 949
hours. Based on this estimate, the total annual cost for all funds'
compliance with this rule is approximately $169,927.00. To calculate
this total annual cost, the Commission staff assumed that approximately
two-thirds of the total annual hour burden (633 hours) would be
incurred by compliance staff with an average hourly wage rate of
$235.00 per hour,\9\ and one-third of the annual hour burden (316
hours) would be incurred by clerical staff with an average hourly wage
rate of $67.00 per hour.\10\
---------------------------------------------------------------------------
\7\ Based on statistics compiled by Commission staff, we
estimate that there are approximately 4218 funds that could rely on
one or more of the exemptive rules. Of those funds, we assume that
approximately 90 percent (3796) actually rely on at least one
exemptive rules annually.
\8\ We assume that the independent directors of the remaining
two-thirds of those funds will choose not to have counsel, or will
rely on counsel who has not recently represented the fund's
management organizations or control persons. In both circumstances,
it would not be necessary for the fund's independent directors to
make a determination about their counsel's independence.
\9\ The estimated hourly wages used in this PRA analysis were
derived from reports prepared by the Securities Industry and
Financial Markets Association. See Securities Industry and Financial
Markets Association, Report on Management and Professional Earnings
in the Securities Industry--2010 (2010), modified to account for an
1800-hour work year and multiplied by 5.35 to account for bonuses,
firm size, employee benefits and overhead; and Securities Industry
and Financial Markets Association, Office Salaries in the Securities
Industry--2010 (2010), modified to account for an 1800-hour work
year and multiplied by 2.93 to account for bonuses, firm size,
employee benefits and overhead.
\10\ (633 x $235/hour) + (316 x $67/hour) = $169,927.00.
---------------------------------------------------------------------------
These burden hour estimates are based upon the Commission staff's
experience and discussions with the fund industry. The estimates of
average burden hours are made solely for the purposes of the Paperwork
Reduction Act. These estimates are not derived from a comprehensive or
even a representative survey or study of the costs of Commission rules.
Compliance with the collection of information requirements of the
rule is mandatory and is necessary to comply with the requirements of
the rule in general. 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 the background documentation for this
information collection at the following Web site, https://www.reginfo.gov. Comments should be directed to: (i) Desk Officer for
the Securities and Exchange Commission, Office of Information and
Regulatory Affairs, Office of Management and Budget, Room 10102, New
Executive Office Building, Washington, DC 20503, or by sending an email
to: Shagufta_Ahmed@omb.eop.gov; and (ii) Thomas Bayer, Director/Chief
Information Officer, Securities and Exchange Commission, c/o Remi
Pavlik-Simon, 6432 General Green Way, Alexandria, VA 22312 or send an
email to: PRA_Mailbox@sec.gov. Comments must be submitted to OMB
within 30 days of this notice.
Dated: November 3, 2011.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-28902 Filed 11-7-11; 8:45 am]
BILLING CODE 8011-01-P
