Federal Register / Vol. 80, No. 75 / Monday, April 20, 2015 / Notices 21789 

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

16 17 CFR 240.19b–4(f)(2). 

17 15 U.S.C. 78s(b)(2)(B). 18 17 CFR 200.30–3(a)(12). 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 15 of the Act and 

subparagraph (f)(2) of Rule 19b–4 16

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 17 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2015–30 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2015–30. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. 

The Commission will post all 

comments on the Commission’s Internet 

Web site (http://www.sec.gov/rules/

sro.shtml). Copies of the submission, all 

subsequent amendments, all written 

statements with respect to the proposed 

rule change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

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 

a.m. and 3 p.m. Copies of such filing 

also will be available for inspection and 

copying at the principal offices 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– 

NYSEArca–2015–30, and should be 

submitted on or before May 11, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–08943 Filed 4–17–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–188, OMB Control No. 

3235–0212] 

Proposed Collection; 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 12b–1. 

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 under the Investment 

Company Act of 1940 (17 CFR 270.12b– 

1) permits a registered open-end 

investment company (‘‘fund’’ or 

‘‘mutual fund’’) to bear expenses 

associated with the distribution of its 

shares, provided that the mutual fund 

complies with certain requirements, 

including, among other things, that it 

adopt a written plan (‘‘rule 12b–1 plan’’) 

and that it has in writing any 

agreements relating to 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, including its 

independent directors, and, in certain 

circumstances, its shareholders; (ii) the 

board review quarterly reports of 

amounts spent under the rule 12b–1 

plan; and (iii) the board, including the 

independent directors, consider 

continuation of the rule 12b–1 plan and 

any related agreements at least annually. 

Rule 12b–1 also requires mutual 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 and any 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. 

Rule 12b–1 also prohibits funds from 

paying for distribution of fund shares 

with brokerage commissions on their 

portfolio transactions. The rule requires 

funds that use broker-dealers that sell 

their shares to also execute their 

portfolio securities transactions, to 

implement policies and procedures 

reasonably designed to prevent: (i) the 

persons responsible for selecting brokerdealers to effect transactions in fund 

portfolio securities from taking into 

account broker-dealers’ promotional or 

sales efforts when making those 

decisions; and (ii) a fund, its adviser or 

principal underwriter, from entering 

into any agreement under which the 

fund directs brokerage transactions or 

revenue generated by those transactions 

to a broker-dealer to pay for distribution 

of the fund’s (or any other fund’s) 

shares. 

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 rule 12b–1 

plan and, thus, are necessary for 

investor protection. The requirement of 

quarterly reporting to the board is 

designed to ensure that the rule 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. The 

requirement that funds or their advisers 

implement, and fund boards approve, 

policies and procedures in order to 

prevent persons charged with allocating 

fund brokerage from taking distribution 

efforts into account is designed to 

ensure that funds’ selection of brokers to 

effect portfolio securities transactions is 

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21790 Federal Register / Vol. 80, No. 75 / Monday, April 20, 2015 / Notices 

1This estimate is based on information from the 

Commission’s NSAR database. 

2This allocation is based on previous 

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 rule 12b–1 plans rather than the 

number of fund families with rule 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 31,348 responses (7837 fund portfolios × 

4 responses per fund portfolio = 31,348 responses) 

each year. 

3We do not estimate any costs or time burden 

related to the recordkeeping requirements in rule 

12b–1, as funds are either required to maintain 

these records pursuant to other rules or would keep 

these records in any case as a matter of business 

practice. 

4 In general, a fund adopts a rule 12b–1 plan 

before it begins operations. Therefore, the fund is 

not required to obtain the approval of its public 

shareholders because the fund’s shares have not yet 

been offered to the public. 

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

2 17 CFR 240.19b–4. 

not influenced by considerations about 

the sale of fund shares. 

Based on information filed with the 

Commission by funds, Commission staff 

estimates that there are approximately 

7837 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, or mutual fund family, that is 

overseen by a common board of 

directors. Although the board must 

review and approve the rule 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 rule 12b–1 

fees, rather than on the total number of 

mutual fund portfolios that individually 

have a rule 12b–1 plan.2 Based on 

information filed with the Commission, 

the staff estimates that there are 

approximately 330 fund families with 

common boards of directors that have at 

least one fund with a rule 12b–1 plan. 

Based on previous conversations with 

fund representatives, Commission staff 

estimates that for each of the 330 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 initial or 

annual consideration of whether to 

continue the plan.3 We therefore 

estimate that the total hourly burden per 

year for all funds to comply with 

current information collection 

requirements under rule 12b–1, is 

140,250 hours (330 fund families × 425 

hours per fund family = 140,250 hours). 

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.4 Based on previous 

conversations with fund 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. Funds typically hire 

outside legal counsel and proxy 

solicitation firms to prepare, print, and 

mail such proxies. The staff further 

estimates that the cost of each fund’s 

proxy is $34,372. Thus the total annual 

cost burden of rule 12b–1 to the fund 

industry is $103,116 (3 funds requiring 

a proxy × $34,372 per proxy). 

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. 

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 

Commission, including whether the 

information will 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 

in writing within 60 days of this 

publication. 

Please direct your written comments 

to 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. 

Dated: April 15, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–08992 Filed 4–17–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74724; File No. SR–BX– 

2015–017] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by NASDAQ 

OMX BX, Inc. Relating to Member 

Application 

April 14, 2015. 

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 April 8, 

2015, NASDAQ OMX BX, Inc. (‘‘BX’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III, below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

BX proposes to amend Rule 1013 

titled ‘‘New Member Application’’ to 

include an expedited application 

process for firms that are already 

approved members of NASDAQ OMX 

PHLX LLC (‘‘PHLX’’). 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://

nasdaqomxbx.cchwallstreet.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

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