Proposed Collection; Comment Request; Extension: Rule 12d1-1, 54575-54585 [2024-14441]

Download as PDF Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include file number SR– NYSE–2024–37 on the subject line. Paper Comments ddrumheller on DSK120RN23PROD with NOTICES1 • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to file number SR–NYSE–2024–37. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website 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. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR–NYSE–2024–37 and should be submitted on or before July 22, 2024. 20:36 Jun 28, 2024 [FR Doc. 2024–14380 Filed 6–28–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Electronic Comments VerDate Sep<11>2014 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.37 Vanessa A. Countryman, Secretary. Jkt 262001 [SEC File No. 270–526, OMB Control No. 3235–0584] Proposed Collection; Comment Request; Extension: Rule 12d1–1 Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 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 (‘‘OMB’’) for extension and approval. An investment company (‘‘fund’’) is generally limited in the amount of securities the fund (‘‘acquiring fund’’) can acquire from another fund (‘‘acquired fund’’). Section 12(d) of the Investment Company Act of 1940 (the ‘‘Investment Company Act’’ or ‘‘Act’’) 1 provides that a registered fund (and companies it controls) cannot: • acquire more than three percent of another fund’s securities; • invest more than five percent of its own assets in another fund; or • invest more than ten percent of its own assets in other funds in the aggregate.2 In addition, a registered open-end fund, its principal underwriter, and any registered broker or dealer cannot sell that fund’s shares to another fund if, as a result: • the acquiring fund (and any companies it controls) owns more than three percent of the acquired fund’s stock; or • all acquiring funds (and companies they control) in the aggregate own more than ten percent of the acquired fund’s stock.3 37 17 CFR 200.30–3(a)(12). 15 U.S.C. 80a. 2 See 15 U.S.C. 80a–12(d)(1)(A). If an acquiring fund is not registered, these limitations apply only with respect to the acquiring fund’s acquisition of registered funds. 3 See 15 U.S.C. 80a–12(d)(1)(B). 1 See PO 00000 Frm 00172 Fmt 4703 Sfmt 4703 54575 Rule 12d1–1 under the Act provides an exemption from these limitations for ‘‘cash sweep’’ arrangements in which a fund invests all or a portion of its available cash in a money market fund rather than directly in short-term instruments.4 An acquiring fund relying on the exemption may not pay a sales load, distribution fee, or service fee on acquired fund shares, or if it does, the acquiring fund’s investment adviser must waive a sufficient amount of its advisory fee to offset the cost of the loads or distribution fees.5 The acquired fund may be a fund in the same fund complex or in a different fund complex. In addition to providing an exemption from section 12(d)(1) of the Act, the rule provides exemptions from section 17(a) of the Act and rule 17d–1 thereunder, which restrict a fund’s ability to enter into transactions and joint arrangements with affiliated persons.6 These provisions would otherwise prohibit an acquiring fund from investing in a money market fund in the same fund complex,7 and prohibit a fund that acquires five percent or more of the securities of a money market fund in another fund complex from making any additional investments in the money market fund.8 The rule also permits a registered fund to rely on the exemption to invest in an unregistered money market fund that limits its investments to those in which a registered money market fund may invest under rule 2a–7 under the Act, and undertakes to comply with all the other provisions of rule 2a–7.9 In addition, the acquiring fund must reasonably believe that the unregistered money market fund (i) operates in compliance with rule 2a–7, (ii) complies 4 See 17 CFR 270.12d1–1. rule 12d1–1(b)(1). 6 See 15 U.S.C. 80a–17(a), 15 U.S.C. 80a–17(d); 17 CFR 270.17d–1. 7 An affiliated person of a fund includes any person directly or indirectly controlling, controlled by, or under common control with such other person; see 15 U.S.C. 80a–2(a)(3) (definition of ‘‘affiliated person’’); most funds today are organized by an investment adviser that advises or provides administrative services to other funds in the same complex; funds in a fund complex are generally under common control of an investment adviser or other person exercising a controlling influence over the management or policies of the funds; see 15 U.S.C. 80a–2(a)(9) (definition of ‘‘control’’); not all advisers control funds they advise; the determination of whether a fund is under the control of its adviser, officers, or directors depends on all the relevant facts and circumstances; see Investment Company Mergers, Investment Company Act Release No. 25259 (Nov. 8, 2001) [66 FR 57602 (Nov. 15, 2001)], at n.11; to the extent that an acquiring fund in a fund complex is under common control with a money market fund in the same complex, the funds would rely on the rule’s exemptions from section 17(a) and rule 17d–1. 8 See 15 U.S.C. 80a–2(a)(3)(A), (B). 9 See 17 CFR 270.2a–7. 5 See E:\FR\FM\01JYN1.SGM 01JYN1 54576 Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices with sections 17(a), (d), (e), 18, and 22(e) of the Act 10 as if it were a registered open-end fund, (iii) has adopted procedures designed to ensure that it complies with these statutory provisions, (iv) maintains the records required by rules 31a–1(b)(1), 31a– 1(b)(2)(ii), 31a–1(b)(2)(iv), and 31a– 1(b)(9); 11 and (v) preserves permanently, the first two years in an easily accessible place, all books and records required to be made under these rules. Rule 2a–7 contains certain collection of information requirements. An unregistered money market fund that complies with rule 2a–7 would be subject to these collection of information requirements. In addition, the recordkeeping requirements under rule 31a–1 with which the acquiring fund reasonably believes the unregistered money market fund complies are collections of information for the unregistered money market fund. The adoption of procedures by unregistered money market funds to ensure that they comply with sections 17(a), (d), (e), 18, and 22(e) of the Act also constitute collections of ddrumheller on DSK120RN23PROD with NOTICES1 10 See 15 U.S.C. 80a–17(a), 15 U.S.C. 80a–17(d), 15 U.S.C. 80a–17(e), 15 U.S.C. 80a–18, 15 U.S.C. 80a–22(e). 11 See 17 CFR 270.31a–1(b)(1), 17 CFR 270.31a– 1(b)(2)(ii), 17 CFR 270.31a–1(b)(2)(iv), 17 CFR 270.31a–1(b)(9). VerDate Sep<11>2014 20:36 Jun 28, 2024 Jkt 262001 information. By allowing funds to invest in registered and unregistered money market funds, rule 12d1–1 is intended to provide funds greater options for cash management. In order for a registered fund to rely on the exemption to invest in an unregistered money market fund, the unregistered money market fund must comply with certain collection of information requirements for registered money market funds. These requirements are intended to ensure that the unregistered money market fund has established procedures for collecting the information necessary to make adequate credit reviews of securities in its portfolio, as well as other recordkeeping requirements that will assist the acquiring fund in overseeing the unregistered money market fund (and Commission staff in its examination of the unregistered money market fund’s adviser). The estimated average burden hours in this collection of information are made solely for purposes of the Paperwork Reduction Act and are not derived from a quantitative, comprehensive or even representative survey or study of the burdens associated with Commission rules and forms. The number of unregistered money market funds that are affected by rule 12d1–1 is an estimate based on the number of private liquidity funds reported on Form PF as of the third PO 00000 Frm 00173 Fmt 4703 Sfmt 4703 calendar quarter 2023.12 The hour burden estimates for the condition that an unregistered money market fund comply with rule 2a–7 are based on the burden hours included in the Commission’s 2022 PRA extension regarding rule 2a–7.13 We use the estimated burdens for registered money market funds to extrapolate the information collection burdens for unregistered money market funds under rule 12d1–1. Based on the estimated burden of information collection for rule 2a–7 and Form PF filings, the estimated burden of information collection for rule 12d1–1 is set forth in the table below. BILLING CODE 8011–01–P 12 See the U.S. Securities and Exchange Commission’s Division of Investment Management—Analytics Office Private Funds Statistics, Third Calendar Quarter (March 31, 2024) available at https://www.sec.gov/files/investment/ 2023q3-private-funds-statistics-20240331accessible.pdf. 13 See Securities and Exchange Commission, Request for OMB Approval of Extension for Approved Collection for Rule 2a–7 under the Investment Company Act of 1940 (OMB Control No. 3235–0268) (approved May 28, 2019August 3, 2022) (the ‘‘2022 rule 2a–7 PRA extension’’), available at https://www.reginfo.gov/public/do/ PRAViewICR?ref_nbr=202109-3235-024; the 2022 rule 2a–7 PRA extension is the most recent rule 2a– 7 submission that includes certain estimates with respect to aggregate annual hour and cost burdens for collections of information for registered money market funds. E:\FR\FM\01JYN1.SGM 01JYN1 Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices 54577 Rule 12dl-1 information collection burden estimates for unregistered money market funds Jt~tlPiat~!l B\Jt~e~ Qo~s ..·· ~E~tl~at~~ I~t~riaifost • Bu.rd~~J'1. •.•• Record oH redit risk analyses, and determination regarding adjustable rate securjties, ass.et backed securities, securities subject to a demand .feature or guarantee, and counterparties to re reements 85 responses annually per 33 liquidity funds 15 Total 2,805 estimated responses per liquidity fund annuall 680 burden hours of professional (business analyst or portfolio manager) time per liquidity fund x 33 liquidity funds $276 per hour (intermediate business analyst)+ $396 per hour (senior portfolio manager) = $672 + 2 = $336 median weighted average per hour 680 x 33 funds = 22,440 estimated burden hours $336 x 22,440 hours= $7,539,840 estimated cost burden VerDate Sep<11>2014 20:36 Jun 28, 2024 Jkt 262001 PO 00000 Frm 00174 Fmt 4703 Sfmt 4725 E:\FR\FM\01JYN1.SGM 01JYN1 EN01JY24.017</GPH> ddrumheller on DSK120RN23PROD with NOTICES1 Fund's website disclosures including ortfolio holdin 54578 Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices Esti~~i~B!.iidenilout~.··•• ·J£~tim~t~dJ11i"rJt~I (:;~t• Butden1~ • • information, daily and weekly liquid assets, net shareholder Uow, daily current NAV, financial slipport received by the fund, the imposition and remova.1 ofliquidity fees, and the su&pension and resumption of fund redem tions Disclosure ofPortfolio Holdings Information Disclosure of Portfolio Holdings Information Disclosure ofPortfolio Holdings Information 12 months x 33 liquidity funds = 396 responses per year 12 hours (one hour per monthly filing) to update the website to include the disclosure of portfolio holdings information x 33 liquidity funds= 396 hours per year + 24 hours ofwebmaster time for an estimated 1 new liquidity fund 16 each year to initially develop a webpage and provide monthly disclosure for the initial year= 24 one-time burden hours 396 hours (for 33 liquidity funds) x $299 (per hour for a webmaster) = $118,404 (for recurring internal burden labor costs) 420 aggregate annual onetime and recurring burden hours for the disclosure of portfolio holdings $125,580 total aggregate annual one-time and recurring labor burdens for disclosure of portfolio holdings Disclosure of Daily and Weekly Liquid Assets and Net Shareholder Flow 252 business days x 33 liquidity funds= 8,316 responses per year Disclosure of Daily and Weekly Liquid Assets and Net Shareholder Flow 36 hours ongoing annual burden x 33 liquidity funds = 1,188 hours per year + 70 hours for each new liquidity fund x I new fund = 70 one-time hours + 24 hours for 1 new liquidity fund x $299 (per hour for a webmaster) = $7,176 Disclosure of Daily and Weekly Liquid Assets and Net Shareholder Flow [31.5 hours x $371 (blended rate for a senior systems analyst ($342) and senior programmer ($399) = $11,687 (per liquidity fund)] VerDate Sep<11>2014 20:36 Jun 28, 2024 Jkt 262001 PO 00000 Frm 00175 Fmt 4703 Sfmt 4725 E:\FR\FM\01JYN1.SGM 01JYN1 EN01JY24.018</GPH> ddrumheller on DSK120RN23PROD with NOTICES1 + 54579 Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices 1,258 aggregate annual recurring and one-time burden hours for disclosure of daily and weekly liquid assets and shareholder flow [4.5 hours x $406 (blended rate for compliance manager ($372) and a compliance attorney ($440)) = $1,827] $13,514 (per fund to update the depiction of daily and weekly liquid assets and the liquidity fund's net inflow or outflow on the liquidity fund's website each business day during that year) x 33 liquidity funds $445,962 recurring aggregate annual cost burdens for the disclosure of daily and weekly liquid assets and weekly liquid assets and the fund's net inflow or outflow on the liquidity fund's website each business day during the year + [(20 hours x $406 (blended rate for compliance manager ($372) and a compliance attorney ($440) = $8,120 + 50 hours x $371 (blended rate for a senior systems analyst ($342) and senior programmer ($399)) = $18,550)} = $26,670 (internal labor cost burden for each new fund)] $472,632 aggregate annual recurring and onetime cost burdens for disclosure of daily and weekly liquid assets and shareholder flow ddrumheller on DSK120RN23PROD with NOTICES1 252 business days x 33 liquidity funds= 8,316 responses per year [32 hours (sr. systems analyst/sr. programmer) x 33 liquidity funds= 1,056 hours per year] + L70 one-time burden hours for each new Ii uidi fund VerDate Sep<11>2014 20:36 Jun 28, 2024 Jkt 262001 PO 00000 Frm 00176 Fmt 4703 Sfmt 4725 E:\FR\FM\01JYN1.SGM Disclosure of Daily Current }VAY 32 hours x $371 (blended rate for a senior systems analyst ($342) and senior programmer ($399) = $11,872 (annual ongoing internal labor cost burden 01JYN1 EN01JY24.019</GPH> Disclosure ofDaily Current NAV Disclosure of Daily CurrentNAV 54580 Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices x 1 new liquidity fund = 70 one-time burden hours] 1,126 aggregate annual recurring and one-time burden hours for disclosure of daily current NA V per fund) x 33 funds= $391,776 ongoing annual cost burdens + [(20 hours x $406 (blended rate for compliance manager ($372) and a compliance attorney ($440)) = $8, I 20 + (50 hours x $371 (blended rate for a senior systems analyst ($342) and senior programmer ($399) = $18,550)] = $26,670 (internal labor cost burden for each new fund)] x 1 new fund = $26,670 (total one-time cost burden) $418,446 aggregate annual recurring and onetime cost burdens Disclosure ofFinancial Support Received by the Fund, and Imposition and Removal ofLiquidity Fees, and the Suspension and Resumption of Fund Redemptions Disclosure ofFinancial Support Received by the Fund, and Imposition and Removal ofLiquidity Fees, and the Suspension and Resumption of Fund Redemptions Disclosure of Financial Support Received by the Fund, and Imposition and Removal ofLiquidity Fees, and the Suspension and Resumption of Fund Redemptions Not applicable Not applicable Not applicable ddrumheller on DSK120RN23PROD with NOTICES1 TOTAL VerDate Sep<11>2014 20:36 Jun 28, 2024 16,928 estimated res onses Jkt 262001 PO 00000 Frm 00177 Total Estimated Burden Hours Relating to Website Disclosure 420 + 1,258 + 1,126 = 2,804 estimated burden hours Fmt 4703 Sfmt 4725 E:\FR\FM\01JYN1.SGM Total Estimated Burden Hours Relating to Website Disclosure $125,580 + $472,632 + $418,446 = $1,016,658 estimated cost burden 01JYN1 EN01JY24.020</GPH> Total Estimated Burden Hours Relating to Website Disclosure 396 + 8,316 + 8,316 = Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices I response annually for each of 8 funds 18 I hour (board time)+ 4 hours (compliance and professional legal time)= 5 hours 54581 I hour x $5,672 (board time)= $5,672 + 4 x $406 (blended rate for compliance manager ($372) and a compliance attorney ($440) = $1,624 $7,296 (cost per fund) TOTAL 8 estimated responses 1 response annually for each of33 fund complexes 19 5 hours x 8 res onses = 40 estimated burden hours $7,296 x 8 res onses = $58,368 estimated cost burden 1 hour of board time+ 5 hours of senior portfolio manager time + 3 hours of risk management specialist time + 3 hours of professional legal time = 12 hours 1 hour x $5,672 (board time)= $5,672 5 x $396 (Sr. portfolio manager)= $1,980 3 x $240 (risk management specialist)= $720 3 x $500 (attorney)= $1,500 $5,672 + $1,980 + $720 + $1,500 = $9,872 per liquidity fund complex VerDate Sep<11>2014 20:36 Jun 28, 2024 33 estimated responses Jkt 262001 PO 00000 Frm 00178 Fmt 4703 12 hours x 33 res onses = 396 estimated burden hours Sfmt 4725 E:\FR\FM\01JYN1.SGM $9,872 x 33 res onses = $325,776 estimated cost burden 01JYN1 EN01JY24.021</GPH> ddrumheller on DSK120RN23PROD with NOTICES1 TOTAL 54582 Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices 5 responses annually for each of33 fund complexes 5 hours senior portfolio manager time + 2 hours compliance manager time + 2 hours professional legal time + 1 hour paralegal time = 10 hours per response 5 x $396 (sr. portfolio manager)= $1,980 2 x $372 (compliance manager)= $744 2 x $500 (attorney)= $1,000 1 x $262 (paralegal) = $262 $1,980 + $744 + $1,000 + $262 = $3,986 per response $3,986 x 165 responses= TOTAL 5 responses x 33 fund com lexes = 165 estimated responses 1,650 estimated burden hours $657,690estimated cost burden 3 hours board time + 8 hours professional legal time + 7 hours risk management specialist time + 4 hours senior risk management time = 22 hours 3 hours x $5,672 (board time)= $17,016 8 hours x $500 (attorney) = $4,000 7 hours x $240 (risk management specialist)= $1,680 4 hours x $430 (sr. risk management specialist)= $1,720 VerDate Sep<11>2014 20:36 Jun 28, 2024 Jkt 262001 PO 00000 Frm 00179 Fmt 4703 Sfmt 4725 E:\FR\FM\01JYN1.SGM 01JYN1 EN01JY24.022</GPH> ddrumheller on DSK120RN23PROD with NOTICES1 I response annually for 1 new liquidity fund 10 hours x 165 responses= Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices 54583 $17,016 + $4,000 + $1,680 + $1,720 = $24,416 (per response) 22 hours x I response= TOTAL 1 estimated response 22 estimated burden hours I response annually for 1 new liquidity fund 0.5 hours board time+ 7.2 hours professional legal time+ 7.8 hours paralegal time= 15.5 hours $24,416 x 1 res onse = $24,416 estimated cost burden 0.5 hours x $5,672 (board time)= $2,836 7.2 hours x $500 (attorney)= $3,600 7.8 hours x $262 (paralegal) = $2,044 $2,836 + $3,600 + $2,044 = $8,480 (per response) TOTAL 1 estimated response 2 liquidity funds per year 15.5 hours x 1 res onse 15.5 estimated burden hours $8,480 x 1 res onse = $8,480 estimated cost burden 4 hours attorney+ 2 hours of board time+ 1 hours of fund's_compliance attorney = 7 hours per liquidity fund 4 hours x $500 (attorney) = $2,000 2 hours x $5,672 ( board time)= $11,344 I x $440 (compliance attorney)= $440 $2,000 + $11,344 + $440 = $13,784 per liquidity fund 2 estimated responses 7 hours x 2 funds = 14 estimated hours burden $13,784 x 2 funds= $27,568 estimated costs burden Written record of board determinations and VerDate Sep<11>2014 20:36 Jun 28, 2024 Jkt 262001 PO 00000 Frm 00180 Fmt 4703 Sfmt 4725 E:\FR\FM\01JYN1.SGM 01JYN1 EN01JY24.023</GPH> ddrumheller on DSK120RN23PROD with NOTICES1 TOTAL 54584 Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices • actionsfelateil to faHur~·.• rifa s~~dtylo\llleet • cel't.~in .elillibility .· ·. . . . . . stat1d~fdS QF~ni~vent of def1uilt or insolvenc z.4 2 responses annually for 2 liquidity funds 25 .5 hours (professional legal time) .5 hours x $500 (attorney) = $250 Total 4 estimated responses .5 hours x 4 res onses 2 estimated burden hours $250 x 4 res onses = $1,000 estimated cost burden TOTAL ESTIMATED BURDEN OF INFORMATION COLLECTION FOR RULE 12dl-1 19,947 estimated responses annually 27,384 estimated burden hours annually $9,659, 796estimated cost burden annually ddrumheller on DSK120RN23PROD with NOTICES1 Commission staff estimates that in addition to the internal costs described 14 The cost burdens shown in this chart for professional personnel are based on SIFMA’s Management & Professional Earnings in the Securities Industry 2013, modified for 2024 by the Commission staff to account for an 1800-hour workyear and inflation, and multiplied by 5.35 to account for bonuses, firm size, employee benefits and overhead and the cost burdens for clerical personnel are based on SIFMA’s Office Salaries in the Securities Industry 2013, modified for 2024 by Commission staff to account for an 1800-hour workyear and inflation, and multiplied by 2.93 to account for bonuses, firm size, employee benefits and overhead; however, SIFMA data does not include a board of directors; for board time, Commission staff currently uses a cost of $5,672 per hour, which was last adjusted for inflation in December 2024; this estimate assumes an average of nine board members per year. 15 The number of liquidity funds is based on the following: 68 × the percentage of liquidity funds that are at least partially in compliance with the risk-limiting provisions of rule 2a–7, or 100¥52) = 48%; the result (rounded up to a whole number) is 33 liquidity funds (68 * 0.48 = 33); the number of liquidity funds and percentage of funds that are at least partially compliant with the risk-limiting provisions of rule 2a–7 is based on the U.S. Securities and Exchange Commission’s Division of Investment Management—Analytics Office Private Funds Statistics, Third Calendar Quarter 2023 (March 31, 2024) available at https://www.sec.gov/ files/investment/2023q3-private-funds-statistics20240331-accessible.pdf. 16 The number of new unregistered money market funds is estimated from 2021–2023 historical Form PF filings by liquidity fund advisers; see Securities and Exchange Commission’s Division of Investment Management—Analytics Office Private Funds Statistics, Third Calendar Quarter 2023 (March 31, 2024) available at https://www.sec.gov/files/ investment/2023q3-private-funds-statistics20240331-accessible.pdf. 17 We recognize that in many cases the adviser to an unregistered money market fund typically performs the function of the fund’s board; Money Market Fund Reform; Amendments to Form PF Investment Company Act Rel. No. 31166 (Jul. 23, 2014), 79 FR 47735, 47809 (Aug. 14, 2014). VerDate Sep<11>2014 20:36 Jun 28, 2024 Jkt 262001 in the table above, unregistered money market funds also will incur external costs to preserve records, as required under rule 2a–7. These costs will vary significantly for individual funds, depending on the amount of assets under fund management and whether the fund preserves its records in a storage facility in hard copy or has developed and maintains a computer system to create and preserve compliance records. In the 2022 rule 2a–7 PRA extension, Commission staff estimated that the amount an individual money market fund may spend ranges from $100 per year to $300,000. We have no reason to believe the range is different for unregistered money market 18 For purposes of this PRA extension, we assumed that on average 25% (33 funds × .25 = approximately 8 funds) of liquidity funds would review and update their procedures on annual basis. 19 This number has been derived from the number of advisers to liquidity funds; see U.S Securities and Exchange Commission, Division of Investment Management, Analytics Office, Private Fund Statistics, Third Quarter 2023 (March 31, 2024), Table 2. 20 See supra note 25. 21 There are no liquidity funds of this type; liquidity funds only are offered to qualified investors. 22 See supra note 25. 23 Id. 24 Id. 25 In the context of registered money market funds, we have previously estimated an average of approximately 2 occurrences for 20 funds each year; however, this number may vary significantly in any particular year; for purposes of this PRA extension, we assumed there would be same proportion of unregistered money market funds experiencing events of default or solvency each year. (20/320 registered money market funds = approximately 5%. 5% × 33 liquidity funds = approximately 2 liquidity funds). PO 00000 Frm 00181 Fmt 4703 Sfmt 4703 funds. Based on Form PF data as of the third calendar quarter 2023, liquidity funds have $361 billion in gross asset value.26 The Commission does not have specific information about the proportion of assets held in small, medium-sized, or large unregistered money market funds. Because liquidity funds are often used as cash management vehicles, the staff estimates that each private liquidity fund is a ‘‘large’’ fund (i.e., more than $1 billion in assets under management). Based on a cost of $0.0000009 per dollar of assets under management (for large funds),27 the staff estimates compliance with the record storage requirements of rule 2a– 7 for these unregistered money market funds costs approximately $324,900 annually.28 Consistent with estimates made in the rule 2a–7 submission, Commission staff estimates that unregistered money market funds also incur capital costs to create computer programs for maintaining and preserving compliance records for rule 2a–7 of $0.0000132 per dollar of assets under management. Based on the assets under management figures described above, staff estimates 26 See U.S Securities and Exchange Commission, Division of Investment Management, Analytics Office, Private Fund Statistics, Fourth Quarter 2019 (Oct. 2, 2020), Table 3. 27 The recordkeeping cost estimates are $0.0051295 per dollar of assets under management for small funds, and $0.0005041 per dollar of assets under management for medium-sized funds; the cost estimates are the same as those used in the most recently approved rule 2a–7 submission. 28 This estimate is based on the following calculation: ($294 billion × $0.0000009) = $264,600 for large funds. E:\FR\FM\01JYN1.SGM 01JYN1 EN01JY24.024</GPH> BILLING CODE 8011–01–C Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices ddrumheller on DSK120RN23PROD with NOTICES1 annual capital costs for all unregistered money market funds of $4.76 million.29 Commission staff further estimates that, even absent the requirements of rule 2a–7, money market funds would spend at least half of the amounts described above for record preservation ($162,450) and for capital costs ($2.38 million). Commission staff concludes that the aggregate annual external costs of compliance with the rule are $162,450 for record preservation and $2.38 million for capital costs, or a total of $2.54 million. The collections of information required for unregistered money market funds by rule 12d1–1 are necessary in order for acquiring funds to be able to obtain the benefits described above. Notices to the Commission 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. 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 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 by August 30, 2024. 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, Chief Information Officer, Securities and Exchange Commission, c/o John Pezzullo, 100 F Street NE Washington, DC 20549 or send an email to: PRA_Mailbox@ sec.gov. Dated: June 26, 2024. Sherry R. Haywood, Assistant Secretary. SECURITIES AND EXCHANGE COMMISSION [Release No. 34–100423; File No. SR– NYSEARCA–2024–54] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Connectivity Fee Schedule June 25, 2024. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that, on June 12, 2024, NYSE Arca, Inc. (‘‘NYSE Arca’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the Connectivity Fee Schedule (‘‘Fee Schedule’’) regarding colocation services and fees to provide Users with wireless connectivity to additional market data feeds. The proposed rule change is available on the Exchange’s website at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. [FR Doc. 2024–14441 Filed 6–28–24; 8:45 am] BILLING CODE 8011–01–P 29 This estimate is based on the following calculation: ($294 billion × 0.0000132) = $3.88 million. VerDate Sep<11>2014 20:36 Jun 28, 2024 Jkt 262001 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 2 15 PO 00000 Frm 00182 Fmt 4703 54585 A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the Fee Schedule regarding colocation services and fees to provide Users 4 with wireless connectivity to additional market data feeds. The Exchange currently provides Users with wireless connections to nine market data feeds or combinations of feeds from third-party markets (the ‘‘Existing Third Party Data’’), and wired connections to more than 45 market data feeds or combinations of feeds.5 The Exchange proposes to add to the Fee Schedule wireless connections (‘‘Connectivity’’) to four additional market data feeds (together, the ‘‘Proposed Third Party Data’’): • MIAX Pearl Equities Depth of Market Feed (‘‘MIAX DoM’’),6 • Nasdaq BX TotalView-ITCH FPGA,7 • Nasdaq PSX TotalView, and • Nasdaq PSX TotalView-ITCH FPGA.8 4 For purposes of the Exchange’s colocation services, a ‘‘User’’ means any market participant that requests to receive colocation services directly from the Exchange. See Securities Exchange Act Release No. 76010 (September 29, 2015), 80 FR 60197 (October 5, 2015) (SR–NYSEArca–2015–82). As specified in the Fee Schedule, a User that incurs colocation fees for a particular colocation service pursuant thereto would not be subject to colocation fees for the same colocation service charged by the Exchange’s affiliates the New York Stock Exchange LLC, NYSE American LLC, NYSE Chicago, Inc., and NYSE National, Inc. (together, the ‘‘Affiliate SROs’’). Each Affiliate SRO has submitted substantially the same proposed rule change to propose the changes described herein. See SR– NYSE–2024–37, SR–NYSEAMER–2024–40, SR– NYSECHX–2024–24, and SR–NYSENAT–2024–20. 5 See Securities Exchange Act Release No. 99808 (March 20, 2024), 89 FR 21151 (March 26, 2024) (SR NYSEArca–2024–26). 6 As described by MIAX PEARL, LCC, ‘‘[t]he [MIAX] DoM feed is a data feed that contains the displayed price and size of each order entered on MIAX PEARL Equities, as well as order execution information, order cancellations, order modifications, order identification numbers, and administrative messages.’’ Securities Exchange Act Release No. 91073 (February 5, 2021), 86 FR 9096, 9100 (February 11, 2021) (SR–PEARL–2021–02). 7 The difference between the Nasdaq BX TotalView feed and the Nasdaq BX TotalView-ITCH feed, which is part of the Existing Third Party Data, is the delivery mechanism: the data is the same. As described by Nasdaq BX, Inc., ‘‘BX TotalView is a real-time market data product that provides full order depth using a series of order messages to track the life of customer orders in the BX market, as well as trade data for BX executions and administrative messages such as Trading Action messages, Symbol Directory, and Event Control messages.’’ Securities Exchange Act Release No. 98158 (August 17, 2023), 88 FR 57505 (August 23, 2023) (SR–BX–2023–020), at 57506. 8 According to Nasdaq PHLX LLC, ‘‘PSX TotalView is a real-time market data product that provides full order depth using a series of order Continued Sfmt 4703 E:\FR\FM\01JYN1.SGM 01JYN1

Agencies

[Federal Register Volume 89, Number 126 (Monday, July 1, 2024)]
[Notices]
[Pages 54575-54585]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-14441]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-526, OMB Control No. 3235-0584]


Proposed Collection; Comment Request; Extension: Rule 12d1-1

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736

    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 (``OMB'') for extension and approval.
    An investment company (``fund'') is generally limited in the amount 
of securities the fund (``acquiring fund'') can acquire from another 
fund (``acquired fund''). Section 12(d) of the Investment Company Act 
of 1940 (the ``Investment Company Act'' or ``Act'') \1\ provides that a 
registered fund (and companies it controls) cannot:
---------------------------------------------------------------------------

    \1\ See 15 U.S.C. 80a.
---------------------------------------------------------------------------

     acquire more than three percent of another fund's 
securities;
     invest more than five percent of its own assets in another 
fund; or
     invest more than ten percent of its own assets in other 
funds in the aggregate.\2\
---------------------------------------------------------------------------

    \2\ See 15 U.S.C. 80a-12(d)(1)(A). If an acquiring fund is not 
registered, these limitations apply only with respect to the 
acquiring fund's acquisition of registered funds.
---------------------------------------------------------------------------

    In addition, a registered open-end fund, its principal underwriter, 
and any registered broker or dealer cannot sell that fund's shares to 
another fund if, as a result:
     the acquiring fund (and any companies it controls) owns 
more than three percent of the acquired fund's stock; or
     all acquiring funds (and companies they control) in the 
aggregate own more than ten percent of the acquired fund's stock.\3\
---------------------------------------------------------------------------

    \3\ See 15 U.S.C. 80a-12(d)(1)(B).
---------------------------------------------------------------------------

    Rule 12d1-1 under the Act provides an exemption from these 
limitations for ``cash sweep'' arrangements in which a fund invests all 
or a portion of its available cash in a money market fund rather than 
directly in short-term instruments.\4\ An acquiring fund relying on the 
exemption may not pay a sales load, distribution fee, or service fee on 
acquired fund shares, or if it does, the acquiring fund's investment 
adviser must waive a sufficient amount of its advisory fee to offset 
the cost of the loads or distribution fees.\5\ The acquired fund may be 
a fund in the same fund complex or in a different fund complex. In 
addition to providing an exemption from section 12(d)(1) of the Act, 
the rule provides exemptions from section 17(a) of the Act and rule 
17d-1 thereunder, which restrict a fund's ability to enter into 
transactions and joint arrangements with affiliated persons.\6\ These 
provisions would otherwise prohibit an acquiring fund from investing in 
a money market fund in the same fund complex,\7\ and prohibit a fund 
that acquires five percent or more of the securities of a money market 
fund in another fund complex from making any additional investments in 
the money market fund.\8\
---------------------------------------------------------------------------

    \4\ See 17 CFR 270.12d1-1.
    \5\ See rule 12d1-1(b)(1).
    \6\ See 15 U.S.C. 80a-17(a), 15 U.S.C. 80a-17(d); 17 CFR 
270.17d-1.
    \7\ An affiliated person of a fund includes any person directly 
or indirectly controlling, controlled by, or under common control 
with such other person; see 15 U.S.C. 80a-2(a)(3) (definition of 
``affiliated person''); most funds today are organized by an 
investment adviser that advises or provides administrative services 
to other funds in the same complex; funds in a fund complex are 
generally under common control of an investment adviser or other 
person exercising a controlling influence over the management or 
policies of the funds; see 15 U.S.C. 80a-2(a)(9) (definition of 
``control''); not all advisers control funds they advise; the 
determination of whether a fund is under the control of its adviser, 
officers, or directors depends on all the relevant facts and 
circumstances; see Investment Company Mergers, Investment Company 
Act Release No. 25259 (Nov. 8, 2001) [66 FR 57602 (Nov. 15, 2001)], 
at n.11; to the extent that an acquiring fund in a fund complex is 
under common control with a money market fund in the same complex, 
the funds would rely on the rule's exemptions from section 17(a) and 
rule 17d-1.
    \8\ See 15 U.S.C. 80a-2(a)(3)(A), (B).
---------------------------------------------------------------------------

    The rule also permits a registered fund to rely on the exemption to 
invest in an unregistered money market fund that limits its investments 
to those in which a registered money market fund may invest under rule 
2a-7 under the Act, and undertakes to comply with all the other 
provisions of rule 2a-7.\9\ In addition, the acquiring fund must 
reasonably believe that the unregistered money market fund (i) operates 
in compliance with rule 2a-7, (ii) complies

[[Page 54576]]

with sections 17(a), (d), (e), 18, and 22(e) of the Act \10\ as if it 
were a registered open-end fund, (iii) has adopted procedures designed 
to ensure that it complies with these statutory provisions, (iv) 
maintains the records required by rules 31a-1(b)(1), 31a-1(b)(2)(ii), 
31a-1(b)(2)(iv), and 31a-1(b)(9); \11\ and (v) preserves permanently, 
the first two years in an easily accessible place, all books and 
records required to be made under these rules.
---------------------------------------------------------------------------

    \9\ See 17 CFR 270.2a-7.
    \10\ See 15 U.S.C. 80a-17(a), 15 U.S.C. 80a-17(d), 15 U.S.C. 
80a-17(e), 15 U.S.C. 80a-18, 15 U.S.C. 80a-22(e).
    \11\ See 17 CFR 270.31a-1(b)(1), 17 CFR 270.31a-1(b)(2)(ii), 17 
CFR 270.31a-1(b)(2)(iv), 17 CFR 270.31a-1(b)(9).
---------------------------------------------------------------------------

    Rule 2a-7 contains certain collection of information requirements. 
An unregistered money market fund that complies with rule 2a-7 would be 
subject to these collection of information requirements. In addition, 
the recordkeeping requirements under rule 31a-1 with which the 
acquiring fund reasonably believes the unregistered money market fund 
complies are collections of information for the unregistered money 
market fund. The adoption of procedures by unregistered money market 
funds to ensure that they comply with sections 17(a), (d), (e), 18, and 
22(e) of the Act also constitute collections of information. By 
allowing funds to invest in registered and unregistered money market 
funds, rule 12d1-1 is intended to provide funds greater options for 
cash management. In order for a registered fund to rely on the 
exemption to invest in an unregistered money market fund, the 
unregistered money market fund must comply with certain collection of 
information requirements for registered money market funds. These 
requirements are intended to ensure that the unregistered money market 
fund has established procedures for collecting the information 
necessary to make adequate credit reviews of securities in its 
portfolio, as well as other recordkeeping requirements that will assist 
the acquiring fund in overseeing the unregistered money market fund 
(and Commission staff in its examination of the unregistered money 
market fund's adviser).
    The estimated average burden hours in this collection of 
information are made solely for purposes of the Paperwork Reduction Act 
and are not derived from a quantitative, comprehensive or even 
representative survey or study of the burdens associated with 
Commission rules and forms. The number of unregistered money market 
funds that are affected by rule 12d1-1 is an estimate based on the 
number of private liquidity funds reported on Form PF as of the third 
calendar quarter 2023.\12\ The hour burden estimates for the condition 
that an unregistered money market fund comply with rule 2a-7 are based 
on the burden hours included in the Commission's 2022 PRA extension 
regarding rule 2a-7.\13\ We use the estimated burdens for registered 
money market funds to extrapolate the information collection burdens 
for unregistered money market funds under rule 12d1-1.
---------------------------------------------------------------------------

    \12\ See the U.S. Securities and Exchange Commission's Division 
of Investment Management--Analytics Office Private Funds Statistics, 
Third Calendar Quarter (March 31, 2024) available at https://www.sec.gov/files/investment/2023q3-private-funds-statistics-20240331-accessible.pdf.
    \13\ See Securities and Exchange Commission, Request for OMB 
Approval of Extension for Approved Collection for Rule 2a-7 under 
the Investment Company Act of 1940 (OMB Control No. 3235-0268) 
(approved May 28, 2019August 3, 2022) (the ``2022 rule 2a-7 PRA 
extension''), available at https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202109-3235-024; the 2022 rule 2a-7 PRA extension 
is the most recent rule 2a-7 submission that includes certain 
estimates with respect to aggregate annual hour and cost burdens for 
collections of information for registered money market funds.
---------------------------------------------------------------------------

    Based on the estimated burden of information collection for rule 
2a-7 and Form PF filings, the estimated burden of information 
collection for rule 12d1-1 is set forth in the table below.
BILLING CODE 8011-01-P

[[Page 54577]]

[GRAPHIC] [TIFF OMITTED] TN01JY24.017


[[Page 54578]]


[GRAPHIC] [TIFF OMITTED] TN01JY24.018


[[Page 54579]]


[GRAPHIC] [TIFF OMITTED] TN01JY24.019


[[Page 54580]]


[GRAPHIC] [TIFF OMITTED] TN01JY24.020


[[Page 54581]]


[GRAPHIC] [TIFF OMITTED] TN01JY24.021


[[Page 54582]]


[GRAPHIC] [TIFF OMITTED] TN01JY24.022


[[Page 54583]]


[GRAPHIC] [TIFF OMITTED] TN01JY24.023


[[Page 54584]]


[GRAPHIC] [TIFF OMITTED] TN01JY24.024

BILLING CODE 8011-01-C
    Commission staff estimates that in addition to the internal costs 
described in the table above, unregistered money market funds also will 
incur external costs to preserve records, as required under rule 2a-7. 
These costs will vary significantly for individual funds, depending on 
the amount of assets under fund management and whether the fund 
preserves its records in a storage facility in hard copy or has 
developed and maintains a computer system to create and preserve 
compliance records. In the 2022 rule 2a-7 PRA extension, Commission 
staff estimated that the amount an individual money market fund may 
spend ranges from $100 per year to $300,000. We have no reason to 
believe the range is different for unregistered money market funds. 
Based on Form PF data as of the third calendar quarter 2023, liquidity 
funds have $361 billion in gross asset value.\26\ The Commission does 
not have specific information about the proportion of assets held in 
small, medium-sized, or large unregistered money market funds. Because 
liquidity funds are often used as cash management vehicles, the staff 
estimates that each private liquidity fund is a ``large'' fund (i.e., 
more than $1 billion in assets under management). Based on a cost of 
$0.0000009 per dollar of assets under management (for large funds),\27\ 
the staff estimates compliance with the record storage requirements of 
rule 2a-7 for these unregistered money market funds costs approximately 
$324,900 annually.\28\
---------------------------------------------------------------------------

    \14\ The cost burdens shown in this chart for professional 
personnel are based on SIFMA's Management & Professional Earnings in 
the Securities Industry 2013, modified for 2024 by the Commission 
staff to account for an 1800-hour work-year and inflation, and 
multiplied by 5.35 to account for bonuses, firm size, employee 
benefits and overhead and the cost burdens for clerical personnel 
are based on SIFMA's Office Salaries in the Securities Industry 
2013, modified for 2024 by Commission staff to account for an 1800-
hour work-year and inflation, and multiplied by 2.93 to account for 
bonuses, firm size, employee benefits and overhead; however, SIFMA 
data does not include a board of directors; for board time, 
Commission staff currently uses a cost of $5,672 per hour, which was 
last adjusted for inflation in December 2024; this estimate assumes 
an average of nine board members per year.
    \15\ The number of liquidity funds is based on the following: 68 
x the percentage of liquidity funds that are at least partially in 
compliance with the risk-limiting provisions of rule 2a-7, or 100-
52) = 48%; the result (rounded up to a whole number) is 33 liquidity 
funds (68 * 0.48 = 33); the number of liquidity funds and percentage 
of funds that are at least partially compliant with the risk-
limiting provisions of rule 2a-7 is based on the U.S. Securities and 
Exchange Commission's Division of Investment Management--Analytics 
Office Private Funds Statistics, Third Calendar Quarter 2023 (March 
31, 2024) available at https://www.sec.gov/files/investment/2023q3-private-funds-statistics-20240331-accessible.pdf.
    \16\ The number of new unregistered money market funds is 
estimated from 2021-2023 historical Form PF filings by liquidity 
fund advisers; see Securities and Exchange Commission's Division of 
Investment Management--Analytics Office Private Funds Statistics, 
Third Calendar Quarter 2023 (March 31, 2024) available at https://www.sec.gov/files/investment/2023q3-private-funds-statistics-20240331-accessible.pdf.
    \17\ We recognize that in many cases the adviser to an 
unregistered money market fund typically performs the function of 
the fund's board; Money Market Fund Reform; Amendments to Form PF 
Investment Company Act Rel. No. 31166 (Jul. 23, 2014), 79 FR 47735, 
47809 (Aug. 14, 2014).
    \18\ For purposes of this PRA extension, we assumed that on 
average 25% (33 funds x .25 = approximately 8 funds) of liquidity 
funds would review and update their procedures on annual basis.
    \19\ This number has been derived from the number of advisers to 
liquidity funds; see U.S Securities and Exchange Commission, 
Division of Investment Management, Analytics Office, Private Fund 
Statistics, Third Quarter 2023 (March 31, 2024), Table 2.
    \20\ See supra note 25.
    \21\ There are no liquidity funds of this type; liquidity funds 
only are offered to qualified investors.
    \22\ See supra note 25.
    \23\ Id.
    \24\ Id.
    \25\ In the context of registered money market funds, we have 
previously estimated an average of approximately 2 occurrences for 
20 funds each year; however, this number may vary significantly in 
any particular year; for purposes of this PRA extension, we assumed 
there would be same proportion of unregistered money market funds 
experiencing events of default or solvency each year. (20/320 
registered money market funds = approximately 5%. 5% x 33 liquidity 
funds = approximately 2 liquidity funds).
    \26\ See U.S Securities and Exchange Commission, Division of 
Investment Management, Analytics Office, Private Fund Statistics, 
Fourth Quarter 2019 (Oct. 2, 2020), Table 3.
    \27\ The recordkeeping cost estimates are $0.0051295 per dollar 
of assets under management for small funds, and $0.0005041 per 
dollar of assets under management for medium-sized funds; the cost 
estimates are the same as those used in the most recently approved 
rule 2a-7 submission.
    \28\ This estimate is based on the following calculation: ($294 
billion x $0.0000009) = $264,600 for large funds.
---------------------------------------------------------------------------

    Consistent with estimates made in the rule 2a-7 submission, 
Commission staff estimates that unregistered money market funds also 
incur capital costs to create computer programs for maintaining and 
preserving compliance records for rule 2a-7 of $0.0000132 per dollar of 
assets under management. Based on the assets under management figures 
described above, staff estimates

[[Page 54585]]

annual capital costs for all unregistered money market funds of $4.76 
million.\29\
---------------------------------------------------------------------------

    \29\ This estimate is based on the following calculation: ($294 
billion x 0.0000132) = $3.88 million.
---------------------------------------------------------------------------

    Commission staff further estimates that, even absent the 
requirements of rule 2a-7, money market funds would spend at least half 
of the amounts described above for record preservation ($162,450) and 
for capital costs ($2.38 million). Commission staff concludes that the 
aggregate annual external costs of compliance with the rule are 
$162,450 for record preservation and $2.38 million for capital costs, 
or a total of $2.54 million.
    The collections of information required for unregistered money 
market funds by rule 12d1-1 are necessary in order for acquiring funds 
to be able to obtain the benefits described above. Notices to the 
Commission 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.
    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 
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 by August 30, 2024.
    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, Chief 
Information Officer, Securities and Exchange Commission, c/o John 
Pezzullo, 100 F Street NE Washington, DC 20549 or send an email to: 
[email protected].

    Dated: June 26, 2024.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-14441 Filed 6-28-24; 8:45 am]
BILLING CODE 8011-01-P


This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.