Federal Register / Vol. 89, No. 25 / Tuesday, February 6, 2024 / Notices 8259 

25 17 CFR 200.30–3(a)(12). 

1This estimate of $73 per hour for clerical work 

and the other estimated wage rates below are based 

on salary information for the securities industry 

compiled by the Securities Industry and Financial 

Markets Association’s Office Salaries in the 

Securities Industry 2013; the estimated wage figures 

are modified by Commission staff to account for an 

1,800-hour work-year and adjusted to account for 

bonuses, firm size, employee benefits, overhead, 

and adjusted to account for the effects of inflation. 

2This estimate is based on the following 

calculations: (1,379 funds × 25% = 345 funds); (345 

× 1 (clerical hour) = 345 clerical hours); (345 × $73 

= $25,185 total annual cost for recordkeeping 

requirement). 

3This estimate is based on the following 

calculations: 1,379 funds × 5% = 69 funds; 69 × ((1 

attorney hour × $484 per hour) + (2 clerical hours 

× $73 per hour)) = $43,470 total annual cost. 

4This estimate is based on the following 

calculations: (207 (notice hours) + 345 

(recordkeeping hours) = 552 total hours); ($43,470 

(notice costs) + $25,185 (recordkeeping costs) = 

$68,655 total annual costs). 

5This estimate is based on the following 

calculation: (345 funds responding to recordkeeping 

requirement + 69 funds responding to notice 

requirement = 414 total respondents). 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NASDAQ–2024–003 and should be 

submitted on or before February 27, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–02270 Filed 2–5–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–321, OMB Control No. 

3235–0358] 

Proposed Collection; Comment 

Request; Extension: Rule 11a–3 

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. 3501–3520), 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. 

Section 11(a) of the Investment 

Company Act of 1940 (‘‘Act’’) (15 U.S.C. 

80a–11(a)) provides that it is unlawful 

for a registered open-end investment 

company (‘‘fund’’) or its underwriter to 

make an offer to the fund’s shareholders 

or the shareholders of any other fund to 

exchange the fund’s securities for 

securities of the same or another fund 

on any basis other than the relative net 

asset values (‘‘NAVs’’) of the respective 

securities to be exchanged, ‘‘unless the 

terms of the offer have first been 

submitted to and approved by the 

Commission or are in accordance with 

such rules and regulations as the 

Commission may have prescribed in 

respect of such offers.’’ Section 11(a) 

was designed to prevent ‘‘switching,’’ 

the practice of inducing shareholders of 

one fund to exchange their shares for 

the shares of another fund for the 

purpose of exacting additional sales 

charges. 

Rule 11a–3 (17 CFR 270.11a–3) under 

the Act is an exemptive rule that 

permits open-end investment 

companies (‘‘funds’’), other than 

insurance company separate accounts, 

and funds’ principal underwriters, to 

make certain exchange offers to fund 

shareholders and shareholders of other 

funds in the same group of investment 

companies. The rule requires a fund, 

among other things, (i) to disclose in its 

prospectus and advertising literature the 

amount of any administrative or 

redemption fee imposed on an exchange 

transaction, (ii) if the fund imposes an 

administrative fee on exchange 

transactions, other than a nominal one, 

to maintain and preserve records with 

respect to the actual costs incurred in 

connection with exchanges for at least 

six years, and (iii) give the fund’s 

shareholders a sixty day notice of a 

termination of an exchange offer or any 

material amendment to the terms of an 

exchange offer (unless the only material 

effect of an amendment is to reduce or 

eliminate an administrative fee, sales 

load or redemption fee payable at the 

time of an exchange). 

The rule’s requirements are designed 

to protect investors against abuses 

associated with exchange offers, provide 

fund shareholders with information 

necessary to evaluate exchange offers 

and certain material changes in the 

terms of exchange offers, and enable the 

Commission staff to monitor funds’ use 

of administrative fees charged in 

connection with exchange transactions. 

The staff estimates that there are 

approximately 1,379 active open-end 

investment companies registered with 

the Commission as of December 2022 

(using filings made through July 2023). 

The staff estimates that 25 percent of 

these funds (345 funds) impose a nonnominal administrative fee on exchange 

transactions. The staff estimates that the 

recordkeeping requirement of the rule 

requires approximately 1 hour annually 

of clerical time (at an estimated $73 per 

hour) 1 per fund, for a total of 345 hours 

for all funds (at a total annual cost of 

$25,185).2

The staff estimates that 5 percent of 

these 1,379 funds (or 69 funds) 

terminate an exchange offer or make a 

material change to the terms of their 

exchange offer each year, requiring the 

fund to comply with the notice 

requirement of the rule. The staff 

estimates that complying with the 

notice requirement of the rule requires 

approximately 1 hour of attorney time 

(at an estimated $484 per hour) and 2 

hours of clerical time (at an estimated 

$73 per hour) per fund, for a total of 

approximately 207 hours for all funds to 

comply with the notice requirement (at 

a total annual cost of $43,470).3 The 

staff estimates that such notices will be 

enclosed with other written materials 

sent to shareholders, such as annual 

shareholder reports or account 

statements, and therefore any burdens 

associated with mailing required notices 

are accounted for in the burdens 

associated with Form N–1A registration 

statements for funds. 

The recordkeeping and notice 

requirements together impose an 

estimated total burden of 552 hours on 

all funds (at a total annual cost of 

$68,655).4 The total number of 

respondents is 414, each responding 

once a year.5 The burdens associated 

with the disclosure requirement of the 

rule are accounted for in the burdens 

associated with the Form N–1A 

registration statement for funds. 

Table 1 below summarizes the 

currently approved and updated 

burdens associated with rule 11a–3. 


ddrumheller on DSK120RN23PROD with NOTICES1
8260 Federal Register / Vol. 89, No. 25 / Tuesday, February 6, 2024 / Notices 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(4). 

5The MBSD QRM Methodology was filed as a 

confidential exhibit in the rule filing and advance 

notice for MBSD sensitivity VaR. See Securities 

Exchange Act Release Nos. 79868 (Jan. 24, 2017), 

82 FR 8780 (Jan. 30, 2017) (SR–FICC–2016–007) 

and 79843 (Jan. 19, 2017), 82 FR 8555 (Jan. 26, 

2017) (SR–FICC–2016–801) (collectively, ‘‘MBSD 

Margin Proxy Approval Order’’). The MBSD QRM 

Methodology has been amended. See Securities 

Exchange Act Release Nos. 85944 (May 24, 2019), 

84 FR 25315 (May 31, 2019) (SR–FICC–2019–001), 

90182 (Oct. 14, 2020), 85 FR 66630 (Oct. 20, 2020) 

(SR–FICC–2020–009), 92303 (Jun. 30, 2021), 86 FR 

35854 (Jul. 7, 2021) (SR–FICC–2020–017) (‘‘MBSD 

Minimum Margin Amount Approval Order’’), 95070 

(Jun. 8, 2022), 87 FR 36014 (Jun. 14, 2022) (SR– 

FICC–2022–002), and 97342 (Apr. 21, 2023), 88 FR 

25721 (Apr. 27, 2023) (SR–FICC–2023–003). 

6FICC has adopted a minimum margin amount 

into its MBSD margin methodology. The Minimum 

Margin Amount uses a dynamic haircut method 

TABLE 1—SUMMARY OF BURDEN ESTIMATES FOR RULE 11a–3 

Internal burden Wage rate Cost of 

internal burden 

CURRENTLY-APPROVED BURDEN ESTIMATES 

Recordkeeping Requirement ................................................. 1 hour .................................... $63/hr. (clerk) ........................ $63 

Respondents .......................................................................... 349 funds ............................... ................................................ 349 funds 

Total ................................................................................ 349 hours .............................. ................................................ $21,987 

Notice Requirement ............................................................... 1 hour .................................... $419/hr. (attorney) ................. $419 

2 hours .................................. $63/hr. (clerk) ........................ $126 

Respondents .......................................................................... 70 funds ................................. ................................................ 70 funds 

Total ................................................................................ 210 hours .............................. ................................................ $38,150 

Total Responses (Recordkeeping + Notice) ........... 419 ......................................... ................................................ ..............................

Total Burden (Recordkeeping + Notice) ................. 559 hours .............................. ................................................ $60,137 

UPDATED BURDEN ESTIMATES 

Recordkeeping Requirement ................................................. 1 hour .................................... $73/hr. (clerk) ........................ $73 

Respondents .......................................................................... 345 funds ............................... ................................................ 345 funds 

Total ................................................................................ 345 funds ............................... ................................................ $25,185 

Notice Requirement ............................................................... 1 hour .................................... $484/hr. (attorney) ................. $484 

2 hours .................................. $73/hr. (clerk) ........................ $146 

Respondents .......................................................................... 69 funds ................................. ................................................ 69 funds 

Total ................................................................................ 207 hours .............................. ................................................ $43,470 

Total Responses (Recordkeeping + Notice) ........... 414 ......................................... ................................................ ..............................

Total Burden (Recordkeeping + Notice) ................. 552 hours .............................. ................................................ $68,655 

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act, and is not 

derived from a comprehensive or even 

a representative survey or study of the 

costs of Commission rules and forms. 

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 April 8, 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: February 1, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–02358 Filed 2–5–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99447; File No. SR–FICC– 

2024–001] 

Self-Regulatory Organizations; Fixed 

Income Clearing Corporation; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Methodology Documents 

January 30, 2024. 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

23, 2024, Fixed Income Clearing 

Corporation (‘‘FICC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II and III 

below, which Items have been prepared 

primarily by the clearing agency. FICC 

filed the proposed rule change pursuant 

to Section 19(b)(3)(A) of the Act 3 and 

Rule 19b–4(f)(4) thereunder.4 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

FICC is proposing to amend the 

MBSD Methodology and Model 

Operations Document—MBSD 

Quantitative Risk Model (‘‘MBSD QRM 

Methodology Document’’),5 in order to 

remove references to specific 

benchmarks used to calculate the 

minimum margin amount (‘‘Minimum 

Margin Amount’’) 6 and the alternative 


ddrumheller on DSK120RN23PROD with NOTICES1