43172 Federal Register / Vol. 74, No. 164 / Wednesday, August 26, 2009 / Notices 

1This estimate is based on information from the 

Commission’s NSAR database. 

2This allocation is based on conversations with 

fund representatives on how fund boards comply 

with the requirements of rule 12b–1. Despite this 

allocation of hourly burdens and costs, the number 

of annual responses each year will continue to 

depend on the number of fund portfolios with 12b– 

1 plans rather than the number of fund families 

with 12b–1 plans. The staff estimates that the 

number of annual responses per fund portfolio will 

be four per year (quarterly, with the annual reviews 

taking place at one of the quarterly intervals). Thus, 

we estimate that funds will make 27,484 responses 

(6871 fund portfolios × 4 responses per fund 

portfolio = 27,484 responses) each year. 

3We do not estimate any costs or time burden 

related to the recordkeeping requirement, as funds 

are already required to maintain these records 

Education and Advocacy, 

Washington, DC 20549–0213. 

Extension: Rule 35d–1, SEC File No. 270– 

491, OMB Control No. 3235–0548. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.) (‘‘Act’’), 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. 

Rule 35d–1 (17 CFR 270.35d–1) under 

the Investment Company Act of 1940 

(15 U.S.C. 80a–1 et seq.) generally 

requires that investment companies 

with certain names invest at least 80% 

of their assets according to what their 

names suggests. The rule provides that 

an affected investment company must 

either adopt this 80% requirement as a 

fundamental policy or adopt a policy to 

provide notice to shareholders at least 

60 days prior to any change in its 80% 

investment policy. This preparation and 

delivery of the notice to existing 

shareholders is a collection of 

information within the meaning of the 

Act. 

The Commission estimates that there 

are 8,681 open-end and closed-end 

management investment companies and 

series that have descriptive names that 

are governed by the rule. The 

Commission estimates that of these 

8,681 investment companies, 

approximately 29 provide prior notice 

to their shareholders of a change in their 

investment policies per year. The 

Commission estimates that the annual 

burden associated with the notice 

requirement of the rule is 20 hours per 

response. The total burden hours for 

Rule 35d–1 is 580 per year in the 

aggregate (29 responses × 20 hours per 

response). Estimates of average burden 

hours are made solely for the purposes 

of the Act, and are not derived from a 

comprehensive or even a representative 

survey or study of the costs of 

Commission rules and forms. 

The collection of information under 

Rule 35d–1 is mandatory. The 

information provided under Rule 35d– 

1 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. 

Please direct general comments 

regarding the above information to the 

following persons: (i) Desk Officer for 

the Securities and Exchange 

Commission, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503 

or send an e-mail to Shagufta Ahmed at 

Shagufta_Ahmed@omb.eop.gov; and (ii) 

Charles Boucher, Director/CIO, 

Securities and Exchange Commission, 

C/O Shirley Martinson, 6432 General 

Green Way, Alexandria, VA 22312; or 

send an e-mail to: 

PRA_Mailbox@sec.gov. Comments must 

be submitted to OMB within 30 days of 

this notice. 

Dated: August 18, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–20528 Filed 8–25–09; 8:45 am] 

BILLING CODE 8010–01–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 12b–1, SEC File No. 270– 

188, OMB Control No. 3235–0212. 

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 for extension 

and approval. 

Rule 12b–1 (17 CFR 270.12b–1) 

permits a registered open-end 

investment company (‘‘mutual fund’’) to 

distribute its own shares and pay the 

expenses of distribution out of the 

mutual fund’s assets provided, among 

other things, that the mutual fund 

adopts a written plan (‘‘Rule 12b–1 

plan’’) and has in writing any 

agreements relating to the 

implementation of the Rule 12b–1 plan. 

The rule in part requires that (i) the 

adoption or material amendment of a 

Rule 12b–1 plan be approved by the 

mutual fund’s directors and 

shareholders; (ii) the board review 

quarterly reports of amounts spent 

under the Rule 12b–1 plan; and (iii) the 

board consider continuation of the Rule 

12b–1 plan at least annually. Rule 12b– 

1 also requires funds relying on the rule 

to preserve for six years, the first two 

years in an easily accessible place, 

copies of the Rule 12b–1 plan, related 

agreements and reports, as well as 

minutes of board meetings that describe 

the factors considered and the basis for 

adopting or continuing a Rule 12b–1 

plan. 

The board and shareholder approval 

requirements of Rule 12b–1 are 

designed to ensure that fund 

shareholders and directors receive 

adequate information to evaluate and 

approve a 12b–1 plan. The requirement 

of quarterly reporting to the board is 

designed to ensure that the 12b–1 plan 

continues to benefit the fund and its 

shareholders. The recordkeeping 

requirements of the rule are necessary to 

enable Commission staff to oversee 

compliance with the rule. 

Based on information filed with the 

Commission by funds, Commission staff 

estimates that there are approximately 

6,871 mutual fund portfolios that have 

at least one share class subject to a rule 

12b–1 plan.1 However, many of these 

portfolios are part of an affiliated group 

of funds known as a ‘‘mutual fund 

family’’ that is overseen by a common 

board of directors. Although the board 

must review and approve the 12b–1 

plan for each fund separately, we have 

allocated the costs and hourly burden 

related to rule 12b–1 based on the 

number of fund families that have at 

least one fund that charges 12b–1 fees, 

rather than on the total number of 

mutual fund portfolios that individually 

have a 12b–1 plan.2 Based on 

information filed with the Commission, 

the staff estimates that there are 

approximately 371 fund families with 

common boards of directors that have at 

least one fund with a 12b–1 plan. 

Based on conversations with fund 

representatives, Commission staff 

estimates that for each of the 371 mutual 

fund families with a portfolio that has 

a rule 12b–1 plan, the average annual 

burden of complying with the rule is 

425 hours. This estimate takes into 

account the time needed to prepare 

quarterly reports to the board of 

directors, the board’s consideration of 

those reports, and the board’s annual 

consideration of whether to continue 

the plan.3 We therefore estimate that the 


jlentini on DSKJ8SOYB1PROD with NOTICES
Federal Register / Vol. 74, No. 164 / Wednesday, August 26, 2009 / Notices 43173 

pursuant to other rules, and would keep these 

records in any case as a matter of business practice. 

1 15 U.S.C. 78k–1. 

2 17 CFR 242.608. 

3On July 6, 2001, the Commission approved the 

OLPP, which was originally proposed by the 

American Stock Exchange LLC (k/n/a NYSE Amex), 

CBOE, ISE, OCC, Philadelphia Stock Exchange, Inc. 

(k/n/a Phlx), and Pacific Exchange, Inc. (k/n/a 

NYSE Arca). See Securities Exchange Act Release 

No. 44521, 66 FR 36809 (July 13, 2001). On 

February 5, 2004, the Boston Stock Exchange, Inc. 

(k/n/a BX) was added as a sponsor to the OLPP. See 

Securities Exchange Act Release No. 49199, 69 FR 

7030 (February 12, 2004). On March 21, 2008, 

NASDAQ was added as a sponsor to the OLPP. See 

Securities Exchange Act Release No. 57546 (March 

21, 2008), 73 FR 16393 (March 27, 2008). 

4See Securities Exchange Act Release No. 60365 

(July 22, 2009), 74 FR 37266 (‘‘Notice’’). 

5This restriction would not prohibit the listing of 

at least three options series per expiration month 

in an option class. 

total hourly burden per year for all 

funds to comply with current 

information collection requirements 

under rule 12b–1, is 157,675 hours (371 

fund families × 425 hours per fund 

family = 157,675 hours) over the three 

year period for which we are requesting 

approval of the information collection 

burden). 

If a currently operating fund seeks to 

(i) adopt a new Rule 12b–1 plan or (ii) 

materially increase the amount it spends 

for distribution under its Rule 12b–1 

plan, Rule 12b–1 requires that the fund 

obtain shareholder approval. As a 

consequence, the fund will incur the 

cost of a proxy. Based on conversations 

with fund industry representatives, 

Commission staff estimates that 

approximately three funds per year 

prepare a proxy in connection with the 

adoption or material amendment of a 

Rule 12b–1 plan. The staff further 

estimates that the cost of each fund’s 

proxy is $30,000. Thus the total annual 

cost burden of Rule 12b–1 to the fund 

industry is $90,000 (3 funds requiring a 

proxy × $30,000 per proxy). 

The collections of information 

required by Rule 12b–1 are necessary to 

obtain the benefits of the rule. 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 

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 Charles Boucher, Director/CIO, 

Securities and Exchange Commission, 

C/O Shirley Martinson, 6432 General 

Green Way, Alexandria, VA 22312; or 

send an e-mail to: 

PRA_Mailbox@sec.gov. 

Dated: August 19, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–20529 Filed 8–25–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60531; File No. 4–443] 

Joint Industry Plan; Order Approving 

Amendment No. 3 to the Plan for the 

Purpose of Developing and 

Implementing Procedures Designed To 

Facilitate the Listing and Trading of 

Standardized Options 

August 19, 2009. 

I. Introduction 

On June 30, 2009, June 16, 2009, June 

12, 2009, June 22, 2009, June 18, 2009, 

June 23, 2009, July 8, 2009, the Chicago 

Board Options Exchange, Incorporated 

(‘‘CBOE’’), International Securities 

Exchange, LLC (‘‘ISE’’), NASDAQ Stock 

Market LLC (‘‘NASDAQ’’), NASDAQ 

OMX BX, Inc. (‘‘BX’’), NASDAQ OMX 

PHLX (‘‘Phlx’’), NYSE Amex LLC 

(‘‘NYSE Amex’’), NYSE Arca Inc. 

(‘‘NYSE Arca’’), and The Options 

Clearing Corporation (‘‘OCC’’), 

respectively, filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

11A of the Securities Exchange Act of 

1934 (‘‘Act’’) 1 and Rule 608 

thereunder,2 Amendment No. 3 to the 

Plan for the Purpose of Developing and 

Implementing Procedures Designed to 

Facilitate the Listing and Trading of 

Standardized Options (‘‘Plan’’ or 

‘‘OLPP’’).3 Amendment No. 3 would 

apply uniform objective standards to the 

range of options series exercise (or 

strike) prices available for trading on the 

Plan Sponsor exchanges. 

The proposed Amendment was 

published for comment in the Federal 

Register on July 28, 2009.4 The 

Commission received no comment 

letters in response to the Notice. This 

order approves Amendment No. 3 to the 

OLPP. 

II. Description of the Proposed 

Amendment 

Amendment No. 3 would apply 

uniform objective standards to the range 

of options series exercise (or strike) 

prices available for trading on the Plan 

Sponsor exchanges as a quote mitigation 

strategy. Specifically, the proposal 

applies certain ‘‘range limitations’’ to 

the addition of new series strike prices 

for options classes overlying equity 

securities, Exchange Traded Fund 

Shares, or Trust Issued Receipts. As 

proposed, if the price of the underlying 

security is less than or equal to $20, the 

Series Selecting Exchange would not list 

new option series with an exercise price 

more than 100 percent above or below 

the price of the underlying security.5 If 

the price of the underlying security is 

greater than $20, the Series Selecting 

Exchange would not list new option 

series with an exercise price more than 

50 percent above or below the price of 

the underlying security. 

The proposed Amendment provides 

for an objective basis upon which the 

underlying prices for the price range 

limitations described above would be 

determined, specifically, in regards to 

intra-day add-on series and next-day 

series additions, new expiration months 

and for option series to be added as a 

result of pre-market trading. 

Furthermore, 8 a.m. Chicago time is 

proposed as the earliest permissible 

time at which a Series Selecting 

Exchange may notify the OCC, and each 

other exchange also trading the same 

options class, that it has commenced 

trading new series as a result of premarket trading. This earliest permissible 

time is established to ensure that outlier 

prices for the underlying security which 

occur at 6 a.m. Chicago time, for 

example (i.e., well in advance of the 

opening of the standard trading session), 

are not relied upon for purposes of the 

exercise price range limitations. 

The proposal also allows each Plan 

Sponsor exchange to designate up to 

five underlying securities to except from 

the aforementioned 50 percent 

restriction and instead apply the 100 

percent restriction. These designations 

would be made on an annual basis and 

could not be removed during the 

calendar year unless the option class 

was delisted by the designating 

exchange, in which case the designating 

exchange could designate another class 

to replace the delisted class. If a 


jlentini on DSKJ8SOYB1PROD with NOTICES