Federal Register / Vol. 90, No. 6 / Friday, January 10, 2025 / Notices 2049 

1Status of Investment Advisory Programs Under 

the Investment Company Act of 1940, Investment 

Company Act Rel. No. 22579 (Mar. 24, 1997) [62 FR 

15098 (Mar. 31, 1997)] (‘‘Adopting Release’’); in 

addition, there are no registration requirements 

under section 5 of the Securities Act of 1933 for 

programs that meet the requirements of rule 3a–4; 

see 17 CFR 270.3a–4, introductory note. 

2For purposes of rule 3a–4, the term ‘‘sponsor’’ 

refers to any person who receives compensation for 

sponsoring, organizing or administering the 

program, or for selecting, or providing advice to 

clients regarding the selection of, persons 

responsible for managing the client’s account in the 

program. 

investment trusts (‘‘UITs’’) that invest 

substantially all of their assets in shares 

of a management investment company 

(‘‘fund’’) to send their unitholders 

annual and semiannual reports 

containing financial information on the 

underlying company. Specifically, rule 

30e–2 requires that the report contain 

all the applicable information and 

financial statements or their equivalent, 

required by rule 30e–1 under the 

Investment Company Act (17 CFR 

270.30e–1) to be included in reports of 

the underlying fund for the same fiscal 

period. Rule 30e–1 requires that the 

underlying fund’s report contain, among 

other things, the information that is 

required to be included in such reports 

by the fund’s registration statement form 

under the Investment Company Act. 

The purpose of this requirement is to 

apprise current shareholders of the 

operational and financial condition of 

the UIT. Absent the requirement to 

disclose all material information in 

reports, investors would be unable to 

obtain accurate information upon which 

to base investment decisions and 

consumer confidence in the securities 

industry might be adversely affected. 

Requiring the submission of these 

reports to the Commission permits us to 

verify compliance with securities law 

requirements. 

Rule 30e–2, however, permits, under 

certain conditions, delivery of a single 

shareholder report to investors who 

share an address (‘‘householding’’). 

Specifically, rule 30e–2 permits 

householding of annual and semiannual reports by UITs to satisfy the 

delivery requirements of rule 30e–2 if, 

in addition to the other conditions set 

forth in the rule, the UIT has obtained 

from each applicable investor written or 

implied consent to the householding of 

shareholder reports at such address. The 

rule requires UITs that wish to 

household shareholder reports with 

implied consent to send a notice to each 

applicable investor stating that the 

investors in the household will receive 

one report in the future unless the 

investors provide contrary instructions. 

In addition, at least once a year, UITs 

relying on the rule for householding 

must explain to investors who have 

provided written or implied consent 

how they can revoke their consent. The 

purpose of the notice and annual 

explanation requirements associated 

with the householding provisions of the 

rule is to ensure that investors who wish 

to receive individual copies of 

shareholder reports are able to do so. 

The Commission estimates that the 

annual burden associated with rule 30e– 

2 is 15 hours per respondent. The 

Commission estimates that there are 

currently approximately 671 UITs that 

file 1342 reports per year. Therefore, the 

Commission estimates that the total 

hour burden is approximately 10,065 

hours. In addition to the burden hours, 

the Commission estimates that the 

annual cost of contracting for outside 

services associated with rule 30e–2 is 

$6,667 per respondent, for a total cost of 

approximately $4,495,700. 

Estimates of average burden hours are 

made solely for the purposes of the 

Paperwork Reduction Act and are not 

derived from a comprehensive or even 

representative survey or study of the 

costs of Commission rules and forms. 

The collection of information under rule 

30e–2 is mandatory. The information 

provided under rule 30e–2 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 OMB control number. 

The public may view and comment 

on this information collection request 

at: https://www.reginfo.gov/public/do/ 

PRAViewICR?ref_nbr=202410-3235-017 

or send an email comment to 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov within 30 days of the day 

after publication of this notice by 

January 10, 2025. 

Dated: January 3, 2025. 

J. Matthew DeLesDernier, 

Deputy Secretary. 

[FR Doc. 2025–00249 Filed 1–8–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–401, OMB Control No. 

3235–0459] 

Submission for OMB Review; 

Comment Request; Extension: Rule 

3a–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. 3501–3520), 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. 

Rule 3a–4 (17 CFR 270.3a–4) under 

the Investment Company Act of 1940 

(15 U.S.C. 80a) (‘‘Investment Company 

Act’’ or ‘‘Act’’) provides a nonexclusive 

safe harbor from the definition of 

investment company under the Act for 

certain investment advisory programs. 

These programs, which include ‘‘wrap 

fee’’ programs, generally are designed to 

provide professional portfolio 

management services on a discretionary 

basis to clients who are investing less 

than the minimum investments for 

individual accounts usually required by 

the investment adviser but more than 

the minimum account size of most 

mutual funds. Under wrap fee and 

similar programs, a client’s account is 

typically managed on a discretionary 

basis according to pre-selected 

investment objectives. Clients with 

similar investment objectives often 

receive the same investment advice and 

may hold the same or substantially 

similar securities in their accounts. 

Because of this similarity of 

management, some of these investment 

advisory programs may meet the 

definition of investment company under 

the Act. 

In 1997, the Commission adopted rule 

3a–4, which clarifies that programs 

organized and operated in accordance 

with the rule are not required to register 

under the Investment Company Act or 

comply with the Act’s requirements.1

These programs differ from investment 

companies because, among other things, 

they provide individualized investment 

advice to the client. The rule’s 

provisions have the effect of ensuring 

that clients in a program relying on the 

rule receive advice tailored to the 

client’s needs. 

For a program to be eligible for the 

rule’s safe harbor, each client’s account 

must be managed on the basis of the 

client’s financial situation and 

investment objectives and in accordance 

with any reasonable restrictions the 

client imposes on managing the 

account. When an account is opened, 

the sponsor 2 (or its designee) must 

obtain information from each client 

regarding the client’s financial situation 

and investment objectives, and must 

allow the client an opportunity to 

impose reasonable restrictions on 


khammond on DSK9W7S144PROD with NOTICES
2050 Federal Register / Vol. 90, No. 6 / Friday, January 10, 2025 / Notices 

3Clients specifically must be allowed to designate 

securities that should not be purchased for the 

account or that should be sold if held in the 

account; the rule does not require that a client be 

able to require particular securities be purchased for 

the account. 

4These estimates are based on an analysis of the 

number of individual clients from Form ADV Item 

5D(a)(1) and (b)(1) of advisers that report they 

provide portfolio management to wrap programs as 

indicated in Form ADV Item 5I(2)(b) and (c), and 

the number of individual clients of advisers that 

identify as internet advisers in Form ADV Item 

2A(11); from analysis comparing reported 

individual client assets in Form ADV Item 5D(a)(3) 

and 5D(b)(3) to reported wrap portfolio manager 

assets in Form ADV Item 5I(2)(b) and (c), we 

discount the estimated number of individual clients 

of non-internet advisers providing portfolio 

management to wrap programs by 10%. 

5These estimates are based on the number of new 

clients expected due to average year-over-year 

growth in individual clients from Form ADV Item 

5D(a)(1) and (b)(1) (about 9%) and an assumed rate 

of yearly client turnover of 10%. 

6These estimates are based upon consultation 

with investment advisers that operate investment 

advisory programs that rely on rule 3a–4. 

7The staff bases this estimate in part on the fact 

that, by business necessity, computer records 

already will be available that contain the 

information in the quarterly reports. 

8This estimate is based on the following 

calculation: (25,852,313 continuing clients × 1 

hour) + (2,127,147 new clients × 1.5 hours) + 

(27,979,460 total clients × (0.25 hours × 4 

statements)) = 57,022,493 hours. 

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). At any time within 60 days 

of the filing of the 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 will institute proceedings to determine 

whether the proposed rule change should be 

approved or disapproved. 

5Copies 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 website 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 the filing also will be available for 

inspection and copying at the principal office of 

SRO. 

managing the account.3 In addition, the 

sponsor (or its designee) must contact 

the client annually to determine 

whether the client’s financial situation 

or investment objectives have changed 

and whether the client wishes to impose 

any reasonable restrictions on the 

management of the account or 

reasonably modify existing restrictions. 

The sponsor (or its designee) must also 

notify the client quarterly, in writing, to 

contact the sponsor (or its designee) 

regarding changes to the client’s 

financial situation, investment 

objectives, or restrictions on the 

account’s management. 

Additionally, the sponsor (or its 

designee) must provide each client with 

a quarterly statement describing all 

activity in the client’s account during 

the previous quarter. The sponsor and 

personnel of the client’s account 

manager who know about the client’s 

account and its management must be 

reasonably available to consult with the 

client. Each client also must retain 

certain indicia of ownership of all 

securities and funds in the account. 

The Commission staff estimates that 

27,979,460 clients participate each year 

in investment advisory programs relying 

on rule 3a–4.4 Of that number, the staff 

estimates that 2,127,147 are new clients 

and 25,852,313 are continuing clients.5

The staff estimates that each year the 

investment advisory program sponsors’ 

staff engage in 1.5 hours per new client 

and 1 hour per continuing client to 

prepare, conduct and/or review 

interviews regarding the client’s 

financial situation and investment 

objectives as required by the rule.6

Furthermore, the staff estimates that 

each year the investment advisory 

program sponsors’ staff spends 1 hour 

per client each year to prepare and mail 

quarterly client account statements, 

including notices to update 

information.7 Based on the estimates 

above, the Commission estimates that 

the total annual burden of the rule’s 

paperwork requirements is 57,022,493 

hours.8

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act. The estimate 

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 OMB 

control number. 

The public may view and comment 

on this information collection request 

at: https://www.reginfo.gov/public/do/ 

PRAViewICR?ref_nbr=202410-3235-010 

or send an email comment to 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov within 30 days of the day 

after publication of this notice by 

February 10, 2025. 

Dated: January 3, 2025. 

J. Matthew DeLesDernier, 

Deputy Secretary. 

[FR Doc. 2025–00248 Filed 1–8–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102091; File No. SR–MRX– 

2024–50] 

Self-Regulatory Organizations; Nasdaq 

MRX, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Increase the 

Exchange’s Port Fees in Options 7, 

Section 6 

January 3, 2025. 

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 December 

20, 2024, Nasdaq MRX, LLC 

(‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Item I below, 

which Item has been substantially 

prepared by the Exchange. The 

Exchange has designated this proposal 

for immediate effectiveness pursuant to 

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

19b–4(f) thereunder.4 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 

The Exchange proposes to increase 

the Exchange’s port fees in Options 7, 

Section 6. While these amendments are 

effective upon filing, the Exchange has 

designated the proposed amendments to 

be operative on January 1, 2025. 

The proposed rule change, including 

the Exchange’s statement of the purpose 

of, and statutory basis for, the proposed 

rule change, is available on the 

Exchange’s website at https://listing

center.nasdaq.com/rulebook/mrx/rules 

and on the Commission’s website at 

https://www.sec.gov/rules-regulations/ 

self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-MRX-2024- 

50. 

II. 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.5

Comments may be submitted 

electronically by using the 

Commission’s internet comment form 

(https://www.sec.gov/rules-regulations/ 

self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-MRX-2024- 

50) or by sending an email to rulecomments@sec.gov. Please include file 


khammond on DSK9W7S144PROD with NOTICES