13946 Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices 

22 17 CFR 200.30–3(a)(12). 

1This figure is based on the estimated 8,145 

operating companies that filed annual reports on 

Form 10–K, Form 20–F, or Form 40–F during the 

2013 fiscal year (the most recent data currently 

available), and the estimated 3,251 investment 

companies that filed periodic reports on Form N– 

SAR between June 1, 2013 and May 31, 2014 (the 

most recent data currently available). 

2This estimate is based on the issuer-filings made 

with the Commission during the past three years 

that include a reference to the issuer’s QLCC. 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NASDAQ–2015–019 and should be 

submitted on or before April 7, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–06018 Filed 3–16–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: U.S. Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736. 

Extension: 

Reports of Evidence of Material Violations. 

SEC File No. 270–514, OMB Control No. 

3235–0572. 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act (PRA) 

of 1995, 44 U.S.C. Sections 3501–3520, 

the Securities and Exchange 

Commission (‘‘Commission’’) is 

soliciting comments on the collection of 

information summarized below. The 

Commission plans to submit the 

existing collection of information to the 

Office of Management and Budget for 

extension of the previously approved 

collection of information discussed 

below. 

On February 6, 2003, the Commission 

published final rules, effective August 5, 

2003, entitled ‘‘Standards of 

Professional Conduct for Attorneys 

Appearing and Practicing Before the 

Commission in the Representation of an 

Issuer’’ (17 CFR 205.1–205.7). The 

information collection embedded in the 

rules is necessary to implement the 

Standards of Professional Conduct for 

Attorneys prescribed by the rule and 

required by Section 307 of the SarbanesOxley Act of 2002 (15 U.S.C. 7245). The 

rules impose an ‘‘up-the-ladder’’ 

reporting requirement when attorneys 

appearing and practicing before the 

Commission become aware of evidence 

of a material violation by the issuer or 

any officer, director, employee, or agent 

of the issuer. An issuer may choose to 

establish a qualified legal compliance 

committee (‘‘QLCC’’) as an alternative 

procedure for reporting evidence of a 

material violation. In the rare cases in 

which a majority of a QLCC has 

concluded that an issuer did not act 

appropriately, the QLCC may 

communicate that information to the 

Commission. The collection of 

information is, therefore, an important 

component of the Commission’s 

program to discourage violations of the 

federal securities laws and promote 

ethical behavior of attorneys appearing 

and practicing before the Commission. 

The respondents to this collection of 

information are attorneys who appear 

and practice before the Commission 

and, in certain cases, the issuer, and/or 

officers, directors and committees of the 

issuer. In providing quality 

representation to issuers, attorneys may 

report evidence of violations to others 

within the issuer, including the Chief 

Legal Officer, the Chief Executive 

Officer, and, where necessary, the 

directors. In addition, officers and 

directors investigate evidence of 

violations and report within the issuer 

the results of the investigation and the 

remedial steps they have taken or 

sanctions they have imposed. Except as 

discussed below, we believe that the 

reporting requirements imposed by the 

rule are ‘‘usual and customary’’ 

activities that do not add to the burden 

that would be imposed by the collection 

of information. 

Certain aspects of the collection of 

information, however, may impose a 

burden. For an issuer to establish a 

QLCC, the QLCC must adopt written 

procedures for the confidential receipt, 

retention, and consideration of any 

report of evidence of a material 

violation. We estimate for purposes of 

the PRA that there are approximately 

11,396 issuers that are subject to the 

rules.1 Of these, we estimate that 

approximately 3.3 percent, or 373, have 

established or will establish a QLCC.2

Establishing the written procedures 

required by the rule should not impose 

a significant burden. We assume that an 

issuer would incur a greater burden in 

the year that it first establishes the 

procedures than in subsequent years, in 

which the burden would be incurred in 

updating, reviewing, or modifying the 

procedures. For purposes of the PRA, 

we assume that an issuer would spend 

6 hours every three-year period on the 

procedures. This would result in an 

average burden of 2 hours per year. 

Thus, we estimate for purposes of the 

PRA that the total annual burden 

imposed by the collection of 

information would be 746 hours. 

Assuming half of the burden hours will 

be incurred by outside counsel at a rate 

of $500 per hour would result in a cost 

of $186,500. 

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. 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 requested 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[s] 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. 

The public may view the background 

documentation for this information 

collection at the following Web site, 

www.reginfo.gov . Comments should be 

directed: (i) to 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 by sending an email to: 

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

to Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 100 F St. NE., Washington, DC 

20549 or by sending an email to 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices 13947 

1This estimate is based on the following 

calculations: (1,633 (funds) × 0.05% = 82 funds); 

(82 × 1 (attorney hour) = 82 total attorney hours); 

(82 (funds) × 2 (clerical hours) = 164 total clerical 

hours); (82 (attorney hours) + 164 (clerical hours) 

= 246 total hours). 

2This estimate is based on the following 

calculations: (246 (notice hours) + 408 

(recordkeeping hours) = 654 total hours). 

3This estimate is based on the following 

calculation: (408 funds responding to recordkeeping 

requirement + 82 funds responding to notice 

requirement = 490 total respondents). 

PRA_Mailbox@sec.gov. Comments must 

be submitted to OMB within 30 days of 

this notice. 

Dated: March 10, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–05982 Filed 3–16–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736. 

Extension: 

Rule 11a–3. SEC File No. 270-321, OMB 

Control No. 3235–0358. 

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’’) has submitted to the 

Office of Management and Budget a 

request for extension of the previously 

approved collection of information 

discussed below. 

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 of 1940 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 1,633 active open-end 

investment companies registered with 

the Commission as of March 2014. The 

staff estimates that 25 percent (or 408) 

of these funds impose a non-nominal 

administrative fee on exchange 

transactions. The staff estimates that the 

recordkeeping requirement of the rule 

requires approximately 1 hour annually 

of clerical time per fund, for a total of 

408 hours for all funds. 

The staff estimates that 5 percent of 

these 1,633 funds (or 82) 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 and 2 hours of 

clerical time per fund, for a total of 

approximately 246 hours for all funds to 

comply with the notice requirement.1

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 

therefore impose a total burden of 654 

hours on all funds.2 The total number of 

respondents is 490, each responding 

once a year.3 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. 

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. 

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, 

www.reginfo.gov. Comments should be 

directed to: (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 by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

100 F Street NE., Washington, DC 20549 

or send an email to: PRA_Mailbox@

sec.gov. Comments must be submitted to 

OMB within 30 days of this notice. 

Dated: March 10, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–05985 Filed 3–16–15; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF TRANSPORTATION 

Federal Highway Administration 

Notice of Final Federal Agency Actions 

on Proposed Highway in California 

AGENCY: Federal Highway 

Administration (FHWA), DOT. 

ACTION: Notice of Limitation on Claims 

for Judicial Review of Actions by the 

California Department of Transportation 

(Caltrans), pursuant to 23 U.S.C. 327, 

and U.S. Fish and Wildlife Service. 

SUMMARY: The FHWA, on behalf of 

Caltrans, is issuing this notice to 

mstockstill on DSK4VPTVN1PROD with NOTICES