Federal Register / Vol. 89, No. 14 / Monday, January 22, 2024 / Notices 3961 

1See 17 CFR 270.12d1–4. 

2 446 acquiring funds that will invest in open-end 

funds or UITs in reliance on rule 12d1–4 and 

beyond the 25% voting threshold = 4,061 series of 

management companies relying upon rule 12d1–4 

or statutory exemption per Form N–CEN items C.7.l 

and C.7.m (based on data as of December 2022, as 

derived from N–CEN filings through July 14, 2023) 

plus 37 acquiring BDCs (consistent with the prior 

renewal) and multiplied by 11% of acquiring funds 

that invest in at least one open-end fund or UIT 

beyond the 25% voting threshold of the rule (as 

estimated in the prior renewal); this estimate 

assumes that acquiring funds with current 

investments in other funds beyond the limits of 

section 12(d)(1) are subject to rule 12d1–4 at the 

same rate as the acquiring funds with current 

investments in other funds within the limits of 

section 12(d)(1); we lack structured data that would 

allow us to estimate the percentage of acquiring 

funds that are within the same group of investment 

companies as the acquired fund or the acquiring 

fund’s investment sub-adviser or any person 

controlling, controlled by, or under common 

control with such investment sub-adviser acts as 

the acquired fund’s investment adviser or depositor, 

and thus will be subject to the rule’s voting 

condition; to avoid underestimating the costs 

associated with this aspect of rule 12d1–4, we 

assume that all the 446 acquiring funds will be 

subject to the rule’s conditions; we estimate that of 

10 funds will utilize pass-through voting in limited 

circumstances; in circumstances where all holders 

of the outstanding voting securities of the acquired 

fund are required by rule 12d1–4 or otherwise 

under section 12(d)(1) to mirror vote the securities 

of the acquired fund, the acquiring fund may use 

pass-through instead of mirror voting; it is 

estimated that (consistent with the prior renewal) 

2.2% of acquiring funds that will invest in openend funds or UITs in reliance on rule 12d1–4 and 

beyond the 25% voting threshold will use passthrough voting (i.e., 2.2% of 446 acquiring funds 

equals 10 funds using pass-through voting). 

3This estimate is based on the following 

calculations: 2,616 = 6 hours × 436 funds. 

4This estimate is based on the following 

calculations: 330 hours (33 hours × 10 funds). 

5This estimate is based on the following 

calculations: 446 (436 + 10; combined total of funds 

using mirror voting and funds using pass-through 

voting); 2,946 (2,616 hours plus 330 hours). 

6This estimate is based on the number of 

acquiring-acquired fund pairs that do not share the 

same adviser as indicated in form N–PORT data 

between December 2022 and July 14, 2023 (18,695) 

and, consistent with the prior renewal, assumes that 

69% of such acquiring-acquired fund pairs will be 

subject to rule 12d1–4 (i.e., 12,900 = 18,695 × 0.69). 

a representative survey or study of the 

costs of Commission rules. Compliance 

with the collections of information 

required by Rule 17f–1 is mandatory for 

funds that place their assets in the 

custody of a national securities 

exchange member. Responses will not 

be kept confidential. An agency may not 

conduct or sponsor, and a person is not 

required to respond to a collection of 

information unless it displays a 

currently valid control number. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice by February 21, 2024 to (i) 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov and (ii) David Bottom, 

Director/Chief Information Officer, 

Securities and Exchange Commission, c/ 

o John Pezzullo, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: January 17, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01125 Filed 1–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–578, OMB Control No. 

3235–0639] 

Submission for OMB Review; 

Comment Request; Extension: Rule 

12d1–4 

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’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for extension of the 

previously approved collection of 

information discussed below. 

Rule 12d1–4 (17 CFR 270.12d1– 

4)under the Investment Company Act of 

1940 (15 U.S.C. 80a–1 et seq.) 

(‘‘Investment Company Act’’) permits 

certain registered funds and business 

development companies (‘‘BDC’’) 

(‘‘acquiring fund’) that satisfy certain 

conditions to acquire shares of other 

certain registered funds and BDCs 

(‘‘acquired fund’’) in excess of the limits 

of section 12(d)(1) of the Act without 

obtaining an exemptive order from the 

Commission.1 This collection of 

information is voluntary because rule 

12d1–4 is an exemptive rule and, 

therefore, funds may choose not to rely 

on the proposed rule. 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. 

The purpose of the information 

collection requirement in rule 12d1–4 is 

to ensure both that the concerns that led 

Congress to adopt section 12(d)(1) are 

mitigated and that funds relying upon 

the rule as an exemption from that 

section comply with the rule’s 

requirements. The following estimates 

of average internal burden hours are 

made solely for purposes of the 

Paperwork Reduction Act of 1995 (44 

U.S.C. 3501 et seq.) and are not derived 

from a comprehensive or even 

representative survey or study of the 

cost of Commission rules and forms. 

Voting Provisions. With respect to 

voting provisions, Commission staff 

estimates that 446 acquiring funds will 

be subject to the requirements in rule 

12d1–4(b)(ii), 436 of which will be 

utilizing mirror voting and 10 of which 

will be utilizing pass-through voting.2

With respect to mirror voting, 

Commission staff estimates that, on 

average, internal counsel for such funds 

will spend 3 hours updating proxy 

voting policies and disclosures for such 

funds and 3 hours conducting voting 

procedures. Thus, the staff estimates 

that the annual hour burden of the 

collection of information imposed by 

the mirror voting provisions to be 6 

hours per fund, resulting in a total 

burden of 2,616 hours.3

In addition to the mirror voting 

provisions of the rule, there are some 

circumstances in which the acquiring 

funds are the only shareholders of an 

acquired fund, and in such cases, passthrough voting may be used. Staff 

estimates that 10 funds will use passthrough voting. Staff estimates that 

internal counsel for such funds will 

spend 3 hours updating proxy voting 

policies and disclosures and 30 hours 

communicating with shareholders and 

voting accordingly. Thus, the staff 

estimates that the annual hour burden of 

the collection of information imposed 

by the pass-through provisions to be 33 

hours per fund, resulting in a total 

burden of 330 hours.4

Combining the estimates for the 

mirror voting and pass-through voting 

calculations, staff estimates that 446 

funds will spend a total of 2,946 hours 

complying with the voting provisions of 

the rule.5

Fund of Funds Investment 

Agreements. With respect to the fund of 

funds investment agreement provisions, 

Commission staff estimates that 12,900 

funds that do not have the same 

investment adviser are subject to the 

requirement to enter into an agreement 

prior to the purchase of acquired fund 

shares in excess of section 12(d)(1)’s 

limits.6 Commission staff estimates, 

however, that the majority of affected 

funds have already complied with this 

requirement and staff assumes that, 

absent structured data to further 

calculate, 645 funds (5% of affected 


ddrumheller on DSK120RN23PROD with NOTICES1
3962 Federal Register / Vol. 89, No. 14 / Monday, January 22, 2024 / Notices 

7This estimate is based on the following 

calculation: 645 = 12,900 × 0.05. 

8This estimate is based on the following 

calculations: 26 hours = 20 + 6. 

9This estimate is based on the following 

calculations: 171,570 hours = (26 hours × 645 newly 

affected funds) + (12 hours × 12,900 affected funds). 

10 2,974 acquired management companies that 

will be subject to rule 12d1–4 = 4,310 acquired 

management companies × 69% of acquired 

management companies that will be subject to rule 

12d1–4 (as estimated in the prior renewal); our 

calculation assumes that the estimate of acquiring 

funds that will be subject to rule 12d1–4 is also 

applicable to acquired funds; 4,310 acquired 

management companies = 3,170 acquired registered 

investment companies (based on data as of 

December 2022, as derived from N–PORT filings 

through July 14, 2023) × 17,546 registered 

investment companies (based on data as of 

December 2022, as derived from N–PORT filings 

through July 14, 2023)/12,906 management 

companies (based on data as of December 2022, as 

derived from N–CEN filings through July 14, 2023); 

this estimate assumes that acquired management 

companies with investments from acquiring funds 

beyond the limits of section 12(d)(1) will be subject 

to rule 12d1–4 at the same rate as the acquired 

management companies with investments from 

acquiring funds within the limits of section 

12(d)(1). 

11 4,965 acquiring management companies that 

will be subject to rule 12d1–4 = 7,195 acquiring 

management companies (based on data as of 

December 2022, as derived from N–PORT filings 

through July 14, 2023) × 69% of acquiring 

management companies that will be subject to rule 

12d1–4 (consistent with the prior renewal); this 

estimate assumes that acquiring management 

companies with current investments in other funds 

beyond the limits of section 12(d)(1) will be subject 

to rule 12d1–4 at the same rate as the acquiring 

management companies with current investments 

in other funds within the limits of section 12(d)(1) 

following the rule adoption. 

12 7,939 = 2,974 + 4,965. 

13This estimate is based on the following 

calculations: 142,902 = 18 hours × 7,939 funds. 

14This estimate assumes that there are 1,353 

series of UITs and that 40% of such UITS are 

acquiring UITs (as estimated in the prior renewal); 

the estimate of 1,353 series of UITs is based on data 

as of December 2022, as derived from N–CEN filings 

(items F.18 and F.19) through July 14, 2023. 

15This estimate assumes 2.5 hours of general 

clerk time and 2.5 hours of senior computer 

operator time. 5 hours = 2.5 + 2.5. 

16This estimate is based on the following 

calculations: 2,705 = 5 hours × 541 funds. 

17 186 acquiring separate accounts that will be 

subject to rule 12d1–4 = [418 variable annuity 

separate accounts registered as UITs + 240 variable 

life insurance separate accounts registered as UITs 

+ 15 management company separate accounts (these 

figures are based on data as of December 2022, as 

derived from N–CEN filings through July 14, 2023)] 

× 40% of funds that are acquiring funds (as 

estimated in the prior renewal) × 69% of acquiring 

separate accounts that will be subject to rule 12d1– 

4 as estimated by a commenter (as estimated in the 

prior renewal). 

18This estimate is based on the following 

calculations: 744 = 4 hours × 186 funds. 

19 $246,340 = ($565 × 1 hour) × 436 funds subject 

to mirror voting. 

20 $5,650 = ($565 × 1 hour) × 10 funds subject to 

pass through voting. 

21 $251,990 = $246,340 + $5,650. 

22 $2,186,550 = [($565 × 2) + ($565 × 4)] × 645 

funds newly subject to the fund of funds investment 

agreement provisions of the rule; see footnote 7 for 

the calculation of funds newly subject to the rule. 

23 $2,438,540 = $251,990 + 2,186,550. 

funds) would be newly subject to the 

rule on an annual basis.7 Commission 

staff estimates that such newly affected 

funds will spend 20 hours negotiating 

and memorializing the necessary 

agreements. Commission staff further 

estimates that newly affected funds will 

spend 6 hours establishing 

recordkeeping and policies and 

procedures. Accordingly, staff estimates 

that the annual burden solely for newly 

affected funds will be 26 hours.8

Commission staff further estimates that 

all affected funds will spend 12 hours 

on ongoing recordkeeping, resulting in a 

total annual hour burden of 171,570 

hours.9

Management Companies—Fund 

Filings. With respect to the management 

company fund finding provisions, 

Commission staff estimates that 2,974 

acquired management companies will 

be subject to rule 12d1–4.10 Commission 

staff further estimates that 4,965 

acquiring management companies will 

be subject to rule 12d1–4.11 This results 

in 7,939 management companies being 

subject to rule 12d1–4.12 Commission 

staff estimates that such management 

companies will spend 18 hours 

conducting evaluations and creating, 

reviewing, and maintaining written 

materials pursuant to the rule, resulting 

in a total annual hour burden of 142,902 

hours.13

UITs—Principal Underwriter or 

Depositor Evaluations. With respect to 

the UIT principal underwriter or 

depositor evaluations, Commission staff 

estimates that 541 acquiring UITs will 

be subject to rule 12d1–4.14 Commission 

staff estimates that such UITs will spend 

5 hours annually conducting 

evaluations and creating, reviewing, and 

maintaining written materials.15 This 

results in a total annual hour burden of 

2,705 hours.16

Separate Accounts Funding Variable 

Insurance Contracts. With respect to the 

separate account funding variable 

insurance contracts, Commission staff 

estimates that 186 acquiring separate 

accounts will be subject to rule 12d1– 

4.17 Commission staff estimates that 

separate accounts will spend 4 hours 

annually obtaining certificates and 

maintaining records, resulting in a total 

annual hour burden of 744 hours.18

The following estimates of external 

costs are made solely for purposes of the 

Paperwork Reduction Act of 1995 (44 

U.S.C. 3501 et seq.) and are not derived 

from a comprehensive or even 

representative survey or study of the 

cost of Commission rules and forms. 

Voting Provisions. The staff estimates 

that, on average, outside counsel will 

spend 1 hour per vote conducting voting 

procedures with respect to mirror voting 

at a cost of $565 per hour. Staff therefore 

estimates an annual external cost 

burden of $246,340 with respect to 

mirror voting.19 Staff further estimates 

that, with respect to pass-through 

voting, outside counsel will spend 1 

hour to assist funds in communicating 

with shareholders and voting 

accordingly at a rate of $565 per hour. 

Staff therefore estimates an annual 

external cost burden of $5,650 with 

respect to pass-through voting.20

Accordingly, staff estimates a total 

annual external cost of $251,990 for 

compliance with the voting provisions 

of the rule.21

Fund of Funds Investment Agreement. 

Staff estimates that, on average, for 

funds newly subject to the rule, outside 

counsel will spend 2 hours negotiating 

and memorializing the necessary 

agreements under the rule at a cost of 

$565 per hour. Staff further estimates 

that, on average, for funds newly subject 

to the rule, outside counsel will spend 

4 hours establishing recordkeeping 

policies and procedures. Accordingly, 

staff estimates a total annual external 

costs of $2,186,550 for compliance with 

the fund of funds investment agreement 

provisions of the rule.22

Management Companies—Fund 

Filings. It is estimated that there is no 

external cost burden with respect to the 

management company findings 

provisions of the rule. 

UITs—Principal Underwriter or 

Depositor Evaluations. It is estimated 

that there is no external cost burden 

with respect to the UIT evaluation 

provisions of the rule. 

Separate Accounts Funding Variable 

Insurance Contracts. It is estimated that 

there is no external cost burden with 

respect to the separate account 

certification provisions of the rule. 

As outlined above, we estimate the 

total external cost burden to comply 

with rule 12d1–4 to be $2,438,540.23

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice by February 21, 2024 to (i) 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov and (ii) David Bottom, 

Director/Chief Information Officer, 

Securities and Exchange Commission, 

c/o John Pezzullo, 100 F Street NE, 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 14 / Monday, January 22, 2024 / Notices 3963 

1 15 U.S.C. 78k–1. 

2 17 CFR 242.608. 

3See Letter from Corrine Klott, Cboe, to Vanessa 

A. Countryman, Commission (Nov. 8, 2023) 

(‘‘Transmittal Letter’’). 

4The OPRA Plan is a national market system plan 

approved by the Commission pursuant to Section 

11A of the Act and Rule 608 thereunder. See 

Securities Exchange Act Release No. 17638 (Mar. 

18, 1981), 22 SEC. Docket 484 (Mar. 31, 1981). The 

full text of the OPRA Plan and a list of its 

participants are available at https://

www.opraplan.com/. The OPRA Plan provides for 

the collection and dissemination of last sale and 

quotation information on options that are traded on 

the participant exchanges. 

5 17 CFR 242.608(a)(1). 

6 Id. 

7See Limited Liability Company Agreement of 

Options Price Reporting Authority, LLC, Art X, sec. 

10.3. 

8 17 CFR 242.801(a). 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: January 17, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01100 Filed 1–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: Notice is hereby given, 

pursuant to the provisions of the 

Government in the Sunshine Act, Public 

Law 94–409, that the U.S. Securities and 

Exchange Commission will hold an 

Open Meeting on Wednesday, January 

24, 2024, at 10:00 a.m. (ET). 

PLACE: The meeting will be webcast on 

the Commission’s website at 

www.sec.gov. 

STATUS: This meeting will begin at 10:00 

a.m. (ET) and will be open to the public 

via webcast on the Commission’s 

website at www.sec.gov. 

MATTERS TO BE CONSIDERED: 

1. The Commission will consider 

whether to adopt new rules and 

amendments to enhance disclosures and 

provide additional investor protections 

in initial public offerings by special 

purpose acquisition companies (SPACs) 

and in subsequent business combination 

transactions between SPACs and target 

companies (de-SPAC transactions), and 

to address investor protection concerns 

more broadly with respect to shell 

companies. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information and to ascertain 

what, if any, matters have been added, 

deleted or postponed, please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

Authority: 5 U.S.C. 552b. 

Dated: January 17, 2024. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–01207 Filed 1–18–24; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: 2:00 p.m. on Thursday, 

January 25, 2024. 

PLACE: The meeting will be held via 

remote means and/or at the 

Commission’s headquarters, 100 F 

Street NE, Washington, DC 20549. 

STATUS: This meeting will be closed to 

the public. 

MATTERS TO BE CONSIDERED: 

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. 

In the event that the time, date, or 

location of this meeting changes, an 

announcement of the change, along with 

the new time, date, and/or place of the 

meeting will be posted on the 

Commission’s website at https://

www.sec.gov. 

The General Counsel of the 

Commission, or her designee, has 

certified that, in her opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) 

and (10) and 17 CFR 200.402(a)(3), 

(a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and 

(a)(10), permit consideration of the 

scheduled matters at the closed meeting. 

The subject matter of the closed 

meeting will consist of the following 

topics: 

Institution and settlement of injunctive 

actions; 

Institution and settlement of administrative 

proceedings; 

Resolution of litigation claims; and 

Other matters relating to examinations and 

enforcement proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting agenda items that 

may consist of adjudicatory, 

examination, litigation, or regulatory 

matters. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information; please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

Authority: 5 U.S.C. 552b. 

Dated: January 18, 2024. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–01225 Filed 1–18–24; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99345; File No. 4–820] 

Options Price Reporting Authority; 

Notice of Filing of Proposed 

Amendment To Modify Section 

5.2(c)(iii) of the OPRA Plan Relating to 

Dissemination of Exchange Proprietary 

Data Information 

January 16, 2024. 

Pursuant to section 11A of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 608 thereunder,2

notice is hereby given that on November 

8, 2023,3 the Cboe BZX Exchange, Inc. 

(‘‘BZX Options’’), Cboe Exchange, Inc. 

(‘‘Cboe Options’’), Cboe C2 Exchange, 

Inc. (‘‘C2 Options’’) and Cboe EDGX 

Exchange, Inc. (‘‘EDGX Options’’) 

(collectively, the ‘‘Sponsors’’ or ‘‘Cboe’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) a 

proposed amendment to the Plan for 

Reporting of Consolidated Options Last 

Sale Reports and Quotation Information 

(‘‘OPRA Plan’’).4

The Sponsors state that they have 

filed the Amendment pursuant to Rule 

608(a)(1) under Regulation NMS.5 Rule 

608(a)(1) provides: 

Any two or more self-regulatory 

organizations, acting jointly, . . . may 

propose an amendment to an effective 

national market system plan (‘‘proposed 

amendment’’) by submitting the text of the 

. . . amendment to the Commission by 

email, together with a statement of the 

purpose of such . . . amendment and, to the 

extent applicable, the documents and 

information required by paragraphs (a)(4) and 

(5) of this section.6

Section 10.3 (Amendments) of the 

OPRA Plan, by contrast, provides that 

the plan ‘‘may be amended from time to 

time when authorized by the affirmative 

vote of all of the Members, subject to the 

approval of the Securities and Exchange 

Commission,’’ 7 and the affirmative vote 

of all of the Members of the OPRA Plan 

has not been obtained on the proposed 

amendment. 

The Commission is publishing this 

notice to solicit comments from 

interested persons on the proposed 

Amendment. Set forth below in Section 

I, which is being published verbatim as 

filed by the Sponsors, is the statement 

of the purpose and summary of the 

Amendment, along with information 

pursuant to Rule 608(a) under the Act.8


ddrumheller on DSK120RN23PROD with NOTICES1