81684 Federal Register / Vol. 75, No. 248 / Tuesday, December 28, 2010 / Notices 

1Based on information in Commission filings, we 

estimate that 42.5 percent of funds are advised by 

subadvisers. 

2This estimate is based on the following 

calculation (3 hours ÷ 4 rules = .75 hours). 

3This estimate is based on the following 

calculation: (0.75 hours × 252 portfolios = 189 

burden hours. 1Public Law 111–203, 124 Stat. 1376 (2010). 

2 17 CFR 202.190. See Release No. 33–8724 (July 

18, 2006) [71 FR 41998 (July 24, 2006)]. 

provides advice with respect to the 

portion of the fund that is acquiring the 

securities, and (ii) the advisory contracts 

of the subadviser, and any subadviser 

that is advising the purchasing portion 

of the fund, prohibit them from 

consulting with each other concerning 

securities transactions of the fund, and 

limit their responsibility in providing 

advice to providing advice with respect 

to discrete portions of the fund’s 

portfolio. 

Based on an analysis of fund filings, 

the staff estimates that approximately 

252 fund portfolios enter into 

subadvisory agreements each year.1

Based on discussions with industry 

representatives, the staff estimates that 

it will require approximately 3 attorney 

hours to draft and execute additional 

clauses in new subadvisory contracts in 

order for funds and subadvisers to be 

able to rely on the exemptions in rule 

12d3–1. Because these additional 

clauses are identical to the clauses that 

a fund would need to insert in their 

subadvisory contracts to rely on rules 

10f–3, 17a–10, and 17e–1 and because 

we believe that funds that use one such 

rule generally use all of these rules, we 

apportion this 3 hour time burden 

equally to all four rules. Therefore, we 

estimate that the burden allocated to 

rule 12d3–1 for this contract change 

would be 0.75 hours.2 Assuming that all 

252 funds that enter into new 

subadvisory contracts each year make 

the modification to their contract 

required by the rule, we estimate that 

the rule’s contract modification 

requirement will result in 189 burden 

hours annually.3

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden of the collection of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

Please direct your written comments 

to Thomas Bayer, Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi-Pavlik Simon, 

6432 General Green Way, Alexandria, 

VA 22312; or send an e-mail to: 

PRA_Mailbox@sec.gov. 

Dated: December 20, 2010. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–32519 Filed 12–27–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Securities Act of 1933, Release No. 33– 

9168/December 22, 2010; Securities 

Exchange Act of 1934; Release No. 34– 

63596/December 22, 2010] 

Order Approving Public Company 

Accounting Oversight Board Budget 

and Annual Accounting Support Fee 

for Calendar Year 2011 

The Sarbanes-Oxley Act of 2002, as 

amended (the ‘‘Sarbanes-Oxley Act’’), 

established the Public Company 

Accounting Oversight Board (‘‘PCAOB’’) 

to oversee the audits of companies that 

are subject to the securities laws, and 

related matters, in order to protect the 

interests of investors and further the 

public interest in the preparation of 

informative, accurate and independent 

audit reports. The PCAOB is to 

accomplish these goals through 

registration of public accounting firms 

and standard setting, inspection, and 

disciplinary programs. The PCAOB is 

subject to the comprehensive oversight 

of the Securities and Exchange 

Commission (the ‘‘Commission’’). 

Section 109 of the Sarbanes-Oxley Act 

provides that the PCAOB shall establish 

a reasonable annual accounting support 

fee, as may be necessary or appropriate 

to establish and maintain the PCAOB. 

Under Section 109(f) of the SarbanesOxley Act, the aggregate annual 

accounting support fee shall not exceed 

the PCAOB’s aggregate ‘‘recoverable 

budget expenses,’’ which may include 

operating, capital and accrued items. 

The Commission must approve the 

PCAOB’s annual budget and accounting 

support fee. 

Section 982 of the Dodd-Frank Wall 

Street Reform and Consumer Protection 

Act (the ‘‘Dodd-Frank Act’’) 1 amended 

the Sarbanes-Oxley Act to provide the 

PCAOB with explicit authority to 

oversee auditors of broker-dealers 

registered with the Commission. In 

addition, the PCAOB must allocate the 

annual accounting support fee among 

issuers and among brokers and dealers, 

beginning in 2011. The 2011 budget 

approved and submitted by the Board 

includes an allocation of the annual 

accounting support fee among issuers 

and brokers and dealers. 

Section 109(b) of the Sarbanes-Oxley 

Act directs the PCAOB to establish a 

budget for each fiscal year in accordance 

with the PCAOB’s internal procedures, 

subject to approval by the Commission. 

The Commission’s Rules of Practice 

related to its Informal and Other 

Procedures include a rule that facilitates 

the Commission’s review and approval 

of PCAOB budgets and the annual 

accounting support fee.2 This budget 

rule provides, among other things, a 

timetable for the preparation and 

submission of the PCAOB budget and 

for Commission actions related to each 

budget, a description of the information 

that should be included in each budget 

submission, limits on the PCAOB’s 

ability to incur expenses and obligations 

except as provided in the approved 

budget, procedures relating to 

supplemental budget requests, 

requirements for the PCAOB to furnish 

on a quarterly basis certain budgetrelated information, and a list of 

definitions that apply to the rule and to 

general discussions of PCAOB budget 

matters. 

In accordance with the budget rule, in 

March 2010 the PCAOB provided the 

Commission with a narrative 

description of its program issues and 

outlook for the 2011 budget year. In 

response, the Commission provided the 

PCAOB with economic assumptions and 

budgetary guidance for the 2011 budget 

year. The PCAOB subsequently 

delivered a preliminary budget and 

budget justification to the Commission. 

Staff from the Commission’s Offices of 

the Chief Accountant and Executive 

Director dedicated a substantial amount 

of time to the review and analysis of the 

PCAOB’s programs, projects and budget 

estimates; reviewed the PCAOB’s 

estimates of 2010 actual spending; and 

attended several meetings with 

management and staff of the PCAOB to 

further develop an understanding of the 

PCAOB’s budget and operations. During 

the course of this review, Commission 

staff relied upon representations and 

supporting documentation from the 

PCAOB. Based on this review, the 

Commission issued a ‘‘pass back’’ letter 


emcdonald on DSK2BSOYB1PROD with NOTICES
Federal Register / Vol. 75, No. 248 / Tuesday, December 28, 2010 / Notices 81685 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

to the PCAOB. The PCAOB approved its 

2011 budget during an open meeting on 

November 23, 2010 and submitted that 

budget for Commission approval on 

November 29, 2010. 

After considering the above, the 

Commission did not identify any 

proposed disbursements in the 2011 

budget adopted by the PCAOB that are 

not properly recoverable through the 

annual accounting support fee, and the 

Commission believes that the aggregate 

proposed 2011 annual accounting 

support fees do not exceed the PCAOB’s 

aggregate recoverable budget expenses 

for 2011. The Commission looks 

forward to the PCAOB’s annual 

updating of its strategic plan and the 

opportunity for the Commission to 

review and provide views to the PCAOB 

on a draft of the updated plan. 

In its role as the oversight body of the 

PCAOB, the Commission is aware of the 

various uncertainties the PCAOB faces 

with respect to budgeting its resources 

and the potential impact if actual 

experience deviates from budget 

assumptions. Further, the Commission 

believes that the 2011 budget approved 

and submitted by the Board provides 

sufficient resources and flexibility for 

the PCAOB to continue to fulfill its 

mandate and to respond to changes in 

the assumptions upon which the budget 

is based. Should the PCAOB find the 

need to reallocate resources, the PCAOB 

should work closely with Commission 

staff on whether any reprogramming 

efforts result in the need for a 

supplemental budget request under the 

Commission’s budget rule. In 

considering any reallocation that may be 

necessary in 2011, the Commission 

encourages the Board to identify 

expenditures in its 2011 budget where 

flexibility exists. 

As part of its review of the PCAOB’s 

2011 budget, the Commission notes that 

there are certain budget-related matters 

that should be addressed or more 

closely monitored during 2011 related 

to: (1) The PCAOB’s inspections 

program; (2) its information technology 

programs; and (3) the impact of 

implementing legislative and other 

actions on the PCAOB. Accordingly, the 

Commission directs the PCAOB during 

the 2011 budget cycle to: 

(1) Continue to include in its 

quarterly reports to the Commission 

information about the PCAOB’s 

inspections program. Such information 

will include (a) statistics relative to the 

numbers and types of firms budgeted 

and expected to be inspected in 2011, 

including by location and by year the 

inspections that are required to be 

conducted in accordance with the 

Sarbanes-Oxley Act and PCAOB rules, 

(b) information about the timing of the 

issuance of inspections reports for 

domestic and non-U.S. inspections, and 

(c) updates on the PCAOB’s efforts to 

establish cooperative arrangements with 

respective non-U.S. authorities for 

inspections required in those countries. 

(2) Continue to include detailed 

information about the state of the 

PCAOB’s information technology in its 

quarterly reports to the Commission, 

including planned, estimated, and 

actual costs for information technology 

projects. Such information should also 

include project plans, life cycle costs 

and progress, and provide an indication 

of the level and nature of involvement 

of consultants. 

(3) Consult with the Commission 

about the PCAOB’s plans for 

implementing changes in response to 

legislative actions, advisory committees, 

or consultant reports. 

The Commission has determined that 

the PCAOB’s 2011 budget and annual 

accounting support fee are consistent 

with Section 109 of the Act. 

Accordingly, 

It is ordered, pursuant to Section 109 

of the Act, that the PCAOB budget and 

annual accounting support fee for 

calendar year 2011 are approved. 

By the Commission. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–32650 Filed 12–27–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold a Closed Meeting 

on Wednesday, December 29, 2010 at 2 

p.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) 

and 17 CFR 200.402(a)(3), (5), (7), 9(ii) 

and (10), permit consideration of the 

scheduled matters at the Closed 

Meeting. 

Commissioner Casey, as duty officer, 

voted to consider the items listed for the 

Closed Meeting in a closed session. 

The subject matter of the Closed 

Meeting scheduled for Wednesday, 

December 29, 2010 will be: 

Institution and settlement of injunctive 

actions; institution and settlement of 

administrative proceedings; consideration of 

amicus participation; and other matters 

relating to enforcement proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: 

The Office of the Secretary at (202) 

551–5400. 

Dated: December 22, 2010. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–32727 Filed 12–23–10; 11:15 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63584; File No. SR– 

NYSEArca–2010–88] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by NYSE 

Arca, Inc. Amending Various NYSE 

Arca Equities Rules To Harmonize 

Them With Financial Industry 

Regulatory Authority Rules 

December 21, 2010. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on December 

13, 2010, NYSE Arca, Inc. (the 

‘‘Exchange’’ or ‘‘NYSE Arca’’) 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 

various NYSE Arca Equities rules in 

order to (1) harmonize them with 

Financial Industry Regulatory Authority 

(‘‘FINRA’’) rules and (2) make certain 

administrative changes that include, but 

are not limited to, correcting spelling 


emcdonald on DSK2BSOYB1PROD with NOTICES