Federal Register / Vol. 75, No. 248 / Tuesday, December 28, 2010 / Notices 81683 

Effective October 27, 2006, the 

Military Personnel Financial Services 

Protection Act banned the issuance or 

sale of new periodic payment plans. 

Accordingly, the staff estimates that 

there is no longer any information 

collection burden associated with rule 

27d–2. For administrative purposes, 

however, we are requesting approval for 

an information collection burden of one 

hour per year. This estimate of burden 

hours is not derived from a 

comprehensive or even a representative 

survey or study of the costs of 

Commission rules and forms. 

Complying with the collection of 

information requirements of rule 27d–2 

is mandatory for depositors or principal 

underwriters of issuers of periodic 

payment plans who rely on the rule for 

an exemption from complying with rule 

27d–1 and filing Form N–27D–1. The 

information provided pursuant to rule 

27d–2 is public and, therefore, 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 OMB control number. 

Written comments are invited on: (a) 

Whether the collection of information is 

necessary for the proper performance of 

the functions of the Commission, 

including whether the information has 

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 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. 

December 20, 2010 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–32520 Filed 12–27–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Rule 425; OMB Control No. 3235–0521; 

SEC File No. 270–462] 

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 425, OMB Control No. 3235– 

0521, SEC File No. 270–462. 

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 the 

request for extension of the previously 

approved collection of information 

discussed below. 

Rule 425 (17 CFR 230.425) under the 

Securities Act of 1933 (15 U.S.C. 77a et 

seq.) requires the filing of certain 

prospectuses and communications 

under Rule 135 (17 CFR 230.135) and 

Rule 165 (17 CFR 230.165) in 

connection with business combination 

transactions. The purpose of the rule is 

to permit more oral and written 

communications with shareholders 

about tender offers, mergers and other 

business combination transactions on a 

more timely basis, so long as the written 

communications are filed on the date of 

first use. The information provided 

under Rule 425 is made available to the 

public upon request. Also, the 

information provided under Rule 425 is 

mandatory. Approximately 1,680 issuers 

file communications under Rule 425 at 

an estimated 0.25 hours per response for 

a total of 420 annual burden hours. 

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, 

http://www.reginfo.gov. Written 

comments regarding the above 

information should be directed to the 

following persons: (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 send an email to: Shagufta_Ahmed@omb.eop.gov; 

and (ii) Thomas Bayer, Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 6432 General Green Way, 

Alexandria, Virginia 22312; or send email to: PRA_Mailbox@sec.gov. 

Comments must be submitted to OMB 

within 30 days of this notice. 

Dated: December 20, 2010. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–32553 Filed 12–27–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of Investor 

Education and Advocacy, 

Washington, DC 20549–0213. 

Extension: Rule 12d3–1, SEC File No. 270– 

504, OMB Control No. 3235–0561. 

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 collections of information 

summarized below. The Commission 

plans to submit these existing 

collections of information to the Office 

of Management and Budget (‘‘OMB’’) for 

extension and approval. 

Section 12(d)(3) of the Investment 

Company Act of 1940 (15 U.S.C. 80a) 

generally prohibits registered 

investment companies (‘‘funds’’), and 

companies controlled by funds, from 

purchasing securities issued by a 

registered investment adviser, broker, 

dealer, or underwriter (‘‘securitiesrelated businesses’’). Rule 12d3–1 

(‘‘Exemption of acquisitions of securities 

issued by persons engaged in securities 

related businesses’’ (17 CFR 270.12d3– 

1)) permits a fund to invest up to five 

percent of its assets in securities of an 

issuer deriving more than fifteen 

percent of its gross revenues from 

securities-related businesses, but a fund 

may not rely on rule 12d3–1 to acquire 

securities of its own investment adviser 

or any affiliated person of its own 

investment adviser. 

A fund may, however, rely on an 

exemption in rule 12d3–1 to acquire 

securities issued by its subadvisers in 

circumstances in which the subadviser 

would have little ability to take 

advantage of the fund, because it is not 

in a position to direct the fund’s 

securities purchases. The exemption in 

rule 12d3–1(c)(3) is available if (i) the 

subadviser is not, and is not an affiliated 

person of, an investment adviser that 


emcdonald on DSK2BSOYB1PROD with NOTICES
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