30644 Federal Register / Vol. 86, No. 109 / Wednesday, June 9, 2021 / Notices 

1See 15 U.S.C. 80a. 

2See 15 U.S.C. 80a–12(d)(1)(A). If an acquiring 

fund is not registered, these limitations apply only 

with respect to the acquiring fund’s acquisition of 

registered funds. 

3See 15 U.S.C. 80a–12(d)(1)(B). 

4See 17 CFR 270.12d1–1. 

5See rule 12d1–1(b)(1). 

6See 15 U.S.C. 80a–17(a), 15 U.S.C. 80a–17(d); 17 

CFR 270.17d–1. 

7An affiliated person of a fund includes any 

person directly or indirectly controlling, controlled 

by, or under common control with such other 

person. See 15 U.S.C. 80a–2(a)(3) (definition of 

‘‘affiliated person’’). Most funds today are organized 

by an investment adviser that advises or provides 

administrative services to other funds in the same 

complex. Funds in a fund complex are generally 

under common control of an investment adviser or 

other person exercising a controlling influence over 

the management or policies of the funds. See 15 

U.S.C. 80a–2(a)(9) (definition of ‘‘control’’). Not all 

advisers control funds they advise. The 

determination of whether a fund is under the 

control of its adviser, officers, or directors depends 

on all the relevant facts and circumstances. See 

Investment Company Mergers, Investment 

Company Act Release No. 25259 (Nov. 8, 2001) [66 

FR 57602 (Nov. 15, 2001)], at n.11. To the extent 

that an acquiring fund in a fund complex is under 

common control with a money market fund in the 

same complex, the funds would rely on the rule’s 

exemptions from section 17(a) and rule 17d–1. 

8See 15 U.S.C. 80a–2(a)(3)(A), (B). 

9See 17 CFR 270.2a–7. 

10See 15 U.S.C. 80a–17(a), 15 U.S.C. 80a–17(d), 

15 U.S.C. 80a–17(e), 15 U.S.C. 80a–18, 15 U.S.C. 

80a–22(e). 

11See 17 CFR 270.31a–1(b)(1), 17 CFR 270.31a– 

1(b)(2)(ii), 17 CFR 270.31a–1(b)(2) (iv), 17 CFR 

270.31a–1(b)(9). 

12See the U.S. Securities and Exchange 

Commission’s Division of Investment 

Management—Analytics Office Private Funds 

Statistics, Fourth Calendar Quarter (Oct. 2, 2020) 

available at https://www.sec.gov/divisions/ 

investment/private-funds-statistics/private-fundsstatistics-2019-q4.pdf. 

13See Securities and Exchange Commission, 

Request for OMB Approval of Extension for 

Approved Collection for Rule 2a–7 under the 

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 12d1–1, SEC File No. 270–526, OMB 

Control No. 3235–0584 

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 a 

request for extension of the previously 

approved collection of information 

discussed below. 

An investment company (‘‘fund’’) is 

generally limited in the amount of 

securities the fund (‘‘acquiring fund’’) 

can acquire from another fund 

(‘‘acquired fund’’). Section 12(d) of the 

Investment Company Act of 1940 (the 

‘‘Investment Company Act’’ or ‘‘Act’’) 1

provides that a registered fund (and 

companies it controls) cannot: 

• Acquire more than three percent of 

another fund’s securities; 

• invest more than five percent of its 

own assets in another fund; or 

• invest more than ten percent of its 

own assets in other funds in the 

aggregate.2

In addition, a registered open-end 

fund, its principal underwriter, and any 

registered broker or dealer cannot sell 

that fund’s shares to another fund if, as 

a result: 

• The acquiring fund (and any 

companies it controls) owns more than 

three percent of the acquired fund’s 

stock; or 

• all acquiring funds (and companies 

they control) in the aggregate own more 

than ten percent of the acquired fund’s 

stock.3

Rule 12d1–1 under the Act provides 

an exemption from these limitations for 

‘‘cash sweep’’ arrangements in which a 

fund invests all or a portion of its 

available cash in a money market fund 

rather than directly in short-term 

instruments.4 An acquiring fund relying 

on the exemption may not pay a sales 

load, distribution fee, or service fee on 

acquired fund shares, or if it does, the 

acquiring fund’s investment adviser 

must waive a sufficient amount of its 

advisory fee to offset the cost of the 

loads or distribution fees.5 The acquired 

fund may be a fund in the same fund 

complex or in a different fund complex. 

In addition to providing an exemption 

from section 12(d)(1) of the Act, the rule 

provides exemptions from section 17(a) 

of the Act and rule 17d–1 thereunder, 

which restrict a fund’s ability to enter 

into transactions and joint arrangements 

with affiliated persons.6 These 

provisions would otherwise prohibit an 

acquiring fund from investing in a 

money market fund in the same fund 

complex,7 and prohibit a fund that 

acquires five percent or more of the 

securities of a money market fund in 

another fund complex from making any 

additional investments in the money 

market fund.8

The rule also permits a registered 

fund to rely on the exemption to invest 

in an unregistered money market fund 

that limits its investments to those in 

which a registered money market fund 

may invest under rule 2a–7 under the 

Act, and undertakes to comply with all 

the other provisions of rule 2a–7.9 In 

addition, the acquiring fund must 

reasonably believe that the unregistered 

money market fund (i) operates in 

compliance with rule 2a–7, (ii) complies 

with sections 17(a), (d), (e), 18, and 

22(e) of the Act 10 as if it were a 

registered open-end fund, (iii) has 

adopted procedures designed to ensure 

that it complies with these statutory 

provisions, (iv) maintains the records 

required by rules 31a–1(b)(1), 31a– 

1(b)(2)(ii), 31a–1(b)(2)(iv), and 31a– 

1(b)(9); 11 and (v) preserves 

permanently, the first two years in an 

easily accessible place, all books and 

records required to be made under these 

rules. 

Rule 2a–7 contains certain collection 

of information requirements. An 

unregistered money market fund that 

complies with rule 2a–7 would be 

subject to these collection of 

information requirements. In addition, 

the recordkeeping requirements under 

rule 31a–1 with which the acquiring 

fund reasonably believes the 

unregistered money market fund 

complies are collections of information 

for the unregistered money market fund. 

The adoption of procedures by 

unregistered money market funds to 

ensure that they comply with sections 

17(a), (d), (e), 18, and 22(e) of the Act 

also constitute collections of 

information. By allowing funds to invest 

in registered and unregistered money 

market funds, rule 12d1–1 is intended 

to provide funds greater options for cash 

management. In order for a registered 

fund to rely on the exemption to invest 

in an unregistered money market fund, 

the unregistered money market fund 

must comply with certain collection of 

information requirements for registered 

money market funds. These 

requirements are intended to ensure that 

the unregistered money market fund has 

established procedures for collecting the 

information necessary to make adequate 

credit reviews of securities in its 

portfolio, as well as other recordkeeping 

requirements that will assist the 

acquiring fund in overseeing the 

unregistered money market fund (and 

Commission staff in its examination of 

the unregistered money market fund’s 

adviser). 

The number of unregistered money 

market funds that are affected by rule 

12d1–1 is an estimate based on the 

number of private liquidity funds 

reported on Form PF as of the fourth 

calendar quarter 2019.12 The hour 

burden estimates for the condition that 

an unregistered money market fund 

comply with rule 2a–7 are based on the 

burden hours included in the 

Commission’s 2019 PRA extension 

regarding rule 2a–7.13 However, we 


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Federal Register / Vol. 86, No. 109 / Wednesday, June 9, 2021 / Notices 30645 

Investment Company Act of 1940 (OMB Control No. 

3235–0268) (approved May 28, 2019) (the ‘‘2019 

rule 2a–7 PRA extension’’). The 2019 rule 2a–7 PRA 

extension was the most recent rule 2a–7 submission 

that includes certain estimates with respect to 

aggregate annual hour and cost burdens for 

collections of information for registered money 

market funds. 

have updated the estimated costs 

associated using the following 

methodology: 

• For professional personnel: 

SIFMA’s Management & Professional 

Earnings in the Securities Industry 2013, 

modified for 2020 by Commission staff 

to account for an 1,800-hour work-year 

and inflation, and multiplied by 5.35 to 

account for bonuses, firm size, 

employee benefits, and overhead; 

• For a fund board of directors: 

SIFMA data does not include a board of 

directors. For board time, Commission 

staff currently uses a cost of $4,770 per 

hour, which was last adjusted for 

inflation in 2019. This estimate assumes 

an average of nine board members per 

year; and 

• For clerical personnel: SIFMA’s 

Office Salaries in the Securities Industry 

2013, modified for 2020 by Commission 

staff to account for an 1,800-hour workyear and inflation, and multiplied by 

2.93 to account for bonuses, firm size, 

employee benefits, and overhead. 

The estimated average burden hours 

in this collection of information are 

made solely for purposes of the 

Paperwork Reduction Act and are not 

derived from a quantitative, 

comprehensive or even representative 

survey or study of the burdens 

associated with Commission rules and 

forms. 

The estimated burden of information 

collection for rule 2a–7 is set forth in 

Table 1 below. We use these estimated 

burdens for registered money market 

funds to extrapolate the information 

collection burdens for unregistered 

money market funds under rule 12d1– 

1 in Table 2 below. 

BILLING CODE 8011–01–P 


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Table 1: Rule 2a-7 burden of information collection for registered money market funds 14 

Total 

85 responses annually for 

each of 433 funds15 

36,805 estimated 

res onses annuall 

680 burden hours of 

professional (business 

analyst or portfolio 

manager) time per fund 

X 433 

294,440 estimated 

burden hours 

$232 per hour 

(intermediate business 

analyst) 

+ 

$332 per hour (senior 

portfolio manager) 

$564 

+2 

$282 median weighted 

average per hour of 

professional time 

$282 x 294,440 hours = 

$83,032,080 estimated 

cost burden 
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/)isclosure of Portfolio 

Information 

12 months x 433 fw1ds = 

5,196 responses per year 

Disclosure of Daily and 

Week(y Liquid Assets and 

Net Shareholder Flow 

252 business days x 433 

fw1ds = 109,116 

responses per year 

/)isclosure of Portfolio 

Information 

12 hours (webmaster) 

annually x 433 funds= 

5,196 hours per year + 

24 hours (webmaster) 

initial burden for each 

new fund x 10 new funds 

= 240 one-time hours 

5,436 ammal aggregate 

one-time and recurring 

burdens for the disclosure 

of portfolio holdings 

information 

Disclosure of Daily and 

Week(y Liquid Assets and 

Net Shareholder Flow 

31.5 hours (senior 

systems analyst/senior 

programmer) + 4.5 hours 

(compliance 

manager/compliance 

attorney) = 36 hours x 

433 funds= 15,588 hours 

pcrycar + 

70 hours (blended time 

for a compliance manager 

and a compliance 

attorney) x 10 new funds 

= 700 one-time hours 

/)isc!osure of Portfolio 

Information 

5,196 hours for433 fw1ds 

x $250 (per hour for a 

webmaster) =$1,299,000 

(for recurring internal 

burden labor costs) + 

240 hours for 10 new 

funds x $250 (per hour for 

a webmaster) = $60,000 

$1,359,000 aggregate 

ammal one-time and 

recurring labor burdens 

for disclosure of portfolio 

information 

Disclosure of Daily and 

Week(y Liquid Assets and 

Net Shareholder Flow 

31.5 hours x $311 

(blended rate for a senior 

systems analyst ($287) 

and senior programmer 

($334) = $9,797 (per 

fund) 

+ 

4.5 hours x $340 

(blended rate for a 

compliance manager 

($312) and a compliance 

attorney ($368)) = $1,530 

= $11,327 (per fund to 

update the depiction of 

daily and weekly liquid 

assets and the fund's net 

inflow or outflow on the 

fund's website each 

business day during that 

year) x 

433 funds =$4,904,591 + 

700 hours (aggregate total 

one-time burden for 10 
Federal Register / Vol. 86, No. 109 / Wednesday, June 9, 2021 / Notices 30647 


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Disclosure ofDaily 

CurrentNAV 

252 business days x 433 

funds= 109,116 

responses per year 

16,288 aggregate allilual 

one-time and recurring 

burden hours for 

disclosure of daily and 

weekly liquid assets and 

shareholder flow 

Disclosure ofDaily 

CurrentNAV 

32 hours (senior systems 

analyst/senior 

programmer) x 433 funds 

= 13,856 hours per year+ 

70 hours x 10 new funds 

= 700 one-time hours 

14,556 aggregate allilual 

one-time and recurring 

burden hours for the 

disclosure of daily current 

NAV 

new funds) x 

[20 hours x $340 (blended 

rate for a compliance 

manager ($312) and a 

compliance attorney 

($368))= $6,800 + 

50 hours x $311 (blended 

rate for a senior systems 

analyst ($287) and senior 

programmer ($334) 

=$15,550 

= $22,350 (internal labor 

cost burden for each new 

fund)l= $223,500 

$5,128,091 aggregate 

allilual one-time and 

recurring burdens for 

disclosure of daily and 

weekly liquid assets and 

shareholder flow 

Disclosure ofDaily 

Current M1V 

32 hours x $311 (blended 

rate for a senior systems 

analyst ($287) and senior 

programmer ($334) = 

$9,952 (annual ongoing 

internal labor cost burden 

per fund) x 433 funds= 

$4,309,216 (ongoing 

allilual burden) + 

700 hours (aggregate total 

one-time burden for 10 

new funds) x 

[20 hours x $340 (blended 

rate for compliance 

manager ($312) and a 

compliance attorney 

($368))=$6,800 + 

50 hours x $311 (blended 

rate for a senior systems 

analyst ($287) and senior 

programmer ($334) = 

$15,550 $22,350 per fund 

x 10 new funds = 

$223,500 (total one-time 

cost burden)] = 

$4,532,716 aggregate 

annual one-time and 

recurring labor burdens 

for disclosure of daily and 

current NAV 
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TOTAL 

Disclosure of Financial 

Support Received by the 

Fund, the Imposition and 

Removal of Liquidity 

Fees, and the Suspension 

and Resumption of Fund 

Redemptions 

11 responses per year 

Total Estimated 

Responses Relating to 

Website Disclosure 

5,196 +109,116 + 

109,116 +11 = 

223,439 estimated 

Disclosure of Financial 

Support Received by the 

Fund, the Imposition and 

Removal of Liquidity 

Fees, and the Suspension 

and Resumption of Fund 

Redemptions 

1 additional burden hour 

each time a fund updates 

its website to include new 

disclosure about the 

provision of financial 

support to fund x 10 

reports per year = 

10 hours per year 

+ 

1 burden hour for website 

updates x 1 estimated 

instance of a fund 

updating its website 

regarding the imposition 

and removal of liquidity 

fees, and suspension and 

resumption of fund 

redemptions = 1 hour per 

year 

11 aggregate annual onetime and recurring burden 

for Ute disclosure of 

financial support received 

by the fund, the 

imposition and removal of 

liquidity fees, and the 

suspension and 

resumption of fund 

redemptions 

Total Estimated Burden 

Hours Relating to Website 

Disclosure 

5,436 + 16,288 + 14,556 

+ 11 = 

Disclosure of Financial 

Support Received by the 

Fund, the Imposition and 

Removal of Liquidity 

Fees, and the Suspension 

and Resumption of Fund 

Redemptions 

10 reports per fund x 1 

hour per website update x 

$250 per hour for a 

webmaster (internal cost 

burden per fund to include 

new disclosure)= 

$2,500 (aggregate internal 

labor cost burden for 

disclosure of financial 

support provided to 

funds) 

+ 

1 hour (annual aggregate 

burden) x $250 per hour 

for a webmaster = $250 (aggregate internal 

labor cost burden) 

$2,750 aggregate annual 

one-time and recurring 

burden for the disclosure 

of financial support 

received by the fund, the 

imposition and removal of 

liquidity fees, and the 

suspension and 

resumption of fund 

redemptions 

Total Estimated Cost 

Burden Relating to 

Website Disclosure 

$1,359,000 + $5,128,091 

+ $4,532,716 + 

$2,750 = 
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Total 

1 response annually for 

each of 108 funds16 

108 estimated responses 

annuall 

1 response annually1 7 for 

each of 91 fund 

complexes18 

1 hour (board time) 

+ 4 hours ( compliance 

and professional legal 

time)= 

5 hours per fund 

5 hours x 108 estimated 

res onses = 

540 estimated burden 

hours 

1 hour of board time 

5 hours of senior portfolio 

manager time 

3 hours of risk 

management specialist 

time 

+ 3 hours of professional 

legal time 

12 burden hours per fund 

complex 

12 hours x 91 estimated 

res onses = 

1 hour x $4770 (board 

time) = $4,770 

4 x $340 (blended rate for 

compliance manager 

($312) and a compliance 

attorney ($368)) = $1,360 

$4,770+ $1,360 = $6,130 

(cost per fund) 

$6,130 x 108 estimated 

res onses = 

$662,040 estimated cost 

burden 

1 hour x $4,770 (board 

time) = $4,770 

5 x $332 (Sr. portfolio 

manager)= $1,660 

3 x $201 (risk 

management specialist)= 

$603 

3 x $401 (attorney) = 

$1,203 

$4,770 + $1,660+ $603+ 

$1,203 = 

$8,236 lex 
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$8,236 x 91 estimated 

res onses = 

Total 91 estimated responses 1,092 estimated burden $749,476 estimated cost 

annuall hours burden 

Reports to Jund J:mards 

on the results of stress 

testin 

5 responses annually for 5 hours senior portfolio 5 x $332 (sr. portfolio 

each of 91 fund manager time manager)= $1,660 

complexes 2 hours compliance 

manager time 2 x $312 ( compliance 

2 hours professional legal manager) = $624 

time 

+ 1 hour Qaralegal time 2 x $419 (attorney)= 

$838 

= 10 hours per response 

1 x $219 (paralegal)= 

$219 

$1,660 + $624 + $838 + 

$219 = $3,341 per 

response 

10 hours x 455 responses $3,341 x 455 estimated 

res onses = 

Total 455 estimated responses 4,550 estimated burden $1,520,155 estimated 

annuall hours cost burden 

Retail Funds Policies 

and PI"Ocedures 

219 12 hours (attorney time)+ 12 x $419 (attorney)= 

+ 1 hour (board time} = $5,028 

13 hours per fund 

1 hour x $4,770 ( board 

time)= $4,770 

$5,028 + $4,770 =$9,798 

(per fund) 

13 hours x 2 estimated $9,798 x 2 estimated 

res onses = res onses = 
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Total 

1 response annually for 

10 new money market 

funds 

10 estimated responses 

annuall 

1 response annually for 

10 new funds 

3 hours board time 

8 hours professional legal 

time 

7 hours risk management 

specialist time 

+ 4 hours senior risk 

management time 

22 hours 

22 hours x 10 estimated 

res onses = 

220 estimated burden 

hours 

.5 hours of board time 

7 .2 hours professional 

legal time 

+ 7.7 hours paralegal time 

= 15.5 hour per response 

15.5 xlO estimated 

res onses = 

3 hours x $4,770 ( board 

time)= $14,310 

8 hours x $419 (attorney) 

= $3,352 

7 hours x $201 (risk 

management specialist) = 

$1,407 

4 hours x $361 (sr. risk 

management specialist)= 

$1,444 

$14,310 + $3,352 + 

$1,407 + $1,444 = 

$20,513 (per response) 

$20,513 x 10 estimated 

res onses = 

$205,130 estimated cost 

burden 

.5 x hours x $4,770 ( 

board time) =$2,385 

7.2 hours x $419 

(attorney)= $3,016.80 

7.7 hours x $219 

(paralegal)= $1,686.30 

$2,385 + $3,016.80 + 

$1,686.30 = $7,088.10 per 

response 

$7,088.10 x 10 estimated 

res onses = 
30652 Federal Register / Vol. 86, No. 109 / Wednesday, June 9, 2021 / Notices 

Based on the estimated burden of 

information collection for rule 2a–7 and 

Form PF filings, the estimated burden of 

information collection for rule 12d1–1 is 

set forth in Table 2 below. 


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Total 

Total 

TOTAL ESTIMATED 

ANNUAL BURDEN OF 

INFORMATION 

COLLECTION FOR 

RULE 2a-7 

2 funds per year 

2 estimated responses 

annuall 

2 responses annually for 

20 funds 

40 estimated responses 

annuall 

260,962 estimated 

responses annually 

4 hours attorney 

2 hours of board time 

+ 1 hour of fund's 

com12liance attorney = 

7 hours per fund 

7 hours x 2 funds = 

14 estimated burden 

hours 

.5 hours (professional 

legal time) 

.5 x 40 estimated 

res onses= 

20 estimated burden 

hours 

337,348 estimated 

burden hours annually 

4 hours x $419 (attorney) 

= $1,676 

2 hours x $4,770 ( board 

time) = $9,540 

1 x $368 (compliance 

attorney) = $368 

$1,676+$9,540+$368 = 

$11,584 estimated cost 

burden er fund x 2 funds 

$23,168 estimated cost 

burden 

.5 hour x $419 (attorney) 

= $209.50 per response 

$209.50 x 40 estimated 

res onses = 

$8,380 estimated cost 

burden 

$97,313,463 estimated 

cost burden annually 
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Table 2: Rule 12dl-1 burden of information collection burden estimates for unregistered 

money market funds 

Record cred:it risk 

analyse'S, and 

determination 

regarding ad.iustable 

i:ate securities, asset 

backed <securities, 

securities. sub.iect to a 

demand. feature or 

guarante<:, arid 

counterparties to 

re ·urchase a reemen.ts 

85 responses annually per 

41 liquidity funds 21 

680 burden hours of 

professional (business 

analyst or portfolio 

manager) time per liquidity 

fund 

x 41 liquidity funds 

$232 per hour 

(intermediate business 

analyst) 

+ 

$332 per hour (senior 

portfolio manager) 

$564 

= $282 median weighted 

average per hour 

X 
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Total 3,485 estimated 

responses per liquidity 

fund annuall 

Disclosure of Portfolio 

Holdings Information 

12 months x 41 liquidity 

funds = 492 responses 

per year 

Disclosure of Daily and 

Weekly Liquid Assets and 

Net Shareholder Flow 

252 business da s x 41 

27,880 estimated burden 

hours 

Disclosure of Portfolio 

Holdings Information 

12 hours (one hour per 

monthly filing) to update 

the website to include the 

disclosure of portfolio 

holdings information x 41 

liquidity funds = 492 hours 

per year+ 

24 hours of webmaster 

time for an estimated 1 

new liquidity fund22 each 

year to initially develop a 

webpage and provide 

monthly disclosure for the 

initial year = 24 one-time 

burden hours 

516 aggregate annual onetime and recurring burden 

hours for the disclosure of 

portfolio holdings 

Disclosure of Daily and 

Weekly Liquid Assets and 

Net Shareholder Flow 

36 hours on oin annual 

27 880 hours = 

$7,862,160 estimated 

cost burden 

Disclosure of Portfolio 

Holdings Information 

492 hours for 41 liquidity 

funds x $250 (per hour 

for a webmaster) 

=$123,000 (for recurring 

internal burden labor 

costs)+ 

24 hours for 1 new 

liquidity fund x $250 (per 

hour for a webmaster) = 

$6,000 

$129,000 total aggregate 

annual one-time and 

recurring labor burdens 

for disclosure of portfolio 

holdings 

Disclosure of Daily and 

Weekly Liquid Assets and 

Net Shareholder Flow 

31.5 hours x $311 
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liquidity funds= 10,332 

per year 

burden x 41 liquidity funds 

= 1,476 hours per year 

+ 

70 hours for each new 

liquidity fund x 1 new fund 

= 70 one-time hours 

1,476 annual burden hours 

+ 70 one-time burden 

hours = 1,546 aggregate 

annual recurring and onetime burden hours for 

disclosure of daily and 

weekly liquid assets and 

shareholder flow 

(blended rate for a senior 

systems analyst ($287) 

and senior programmer 

($334) = $9,797 (per 

liquidity fund) 

+ 

4.5 hours x $340 

(blended rate for 

compliance manager 

($312) and a compliance 

attorney ($368)) = $1,530 

= $11,327 (per fund to 

update the depiction of 

daily and weekly liquid 

assets and the liquidity 

fund's net inflow or 

outflow on the liquidity 

fund's website each 

business day during that 

year) 

X 

41 liquidity funds 

= $464,407 recurring 

aggregate annual cost 

burdens for the disclosure 

of daily and weekly liquid 

assets and weekly liquid 

assets and the fund's net 

inflow or outflow on the 

liquidity fund's website 

each business day during 

the year 

+ 

70 hours aggregate total 

one-time burden for 1 

new fund) x [20 hours x 

$340 (blended rate for 

compliance manager 

($312) and a compliance 

attorney ($368))= $6,800 

+ 50 hours x $3 11 

(blended rate for a senior 

systems analyst ($287) 

and senior programmer 

($334) =$15,550 

= $22,350 (internal labor 

cost burden for each new 

fund)]= $1,564,500 

= $2,028,907 aggregate 

annual recurring and onetime cost burdens for 

disclosure of daily and 

weekly liquid assets and 

shareholder flow 
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Disclosure of Daily Disclosure of Daily Disclosure of Daily 

CurrentNAV CurrentNAV CurrentNAV 

252 business days x 41 32 hours x 41 liquidity 32 hours x $311 (blended 

liquidity funds= 10,332 funds = 1,312 hours per rate for a senior systems 

per year year analyst ($287) and senior 

+ programmer ($334) = 

70 one-time burden hours $9,952 (annual ongoing 

for each new liquidity fund internal labor cost burden 

x 1 new liquidity fund = 70 per fund) x 41 funds 

one-time burden hours = $408,932 ongoing 

annual cost burdens 

1,312 annual burden hours + 

+ 70 one-time burden 70 hours (aggregate total 

hours = 1,382 aggregate one-time burden for 1 

annual recurring and one- new liquidity) x 

time burden hours for [20 hours x $340 

disclosure of daily current (blended rate for 

NAY compliance manager 

($312) and a compliance 

attorney ($368))= $6,800 

+ 

50 hours x $311 (blended 

rate for a senior systems 

analyst ($287) and senior 

programmer ($334) = 

$15,550 = $22,350 

(internal labor cost 

burden for each new 

fund)] = $1,564,500 

$408,932 (recurring 

internal cost burden) + 

$1,564,500 (one-time 

internal labor cost 

burden) = $1,973,432 

aggregate annual 

recurring and one-time 

cost burdens 

Disclosure of Financial Disclosure of Financial Disclosure of Financial 

Support Received by the Support Received by the Support Received by the 

Fund, and Imposition and Fund, and Imposition and Fund, and Imposition and 

Removal of Liquidity Removal of Liquidity Fees, Removal of Liquidity 

Fees, and the Suspension and the Suspension and Fees, and the Suspension 

and Resumption of Fund Resumption of Fund and Resumption of Fund 

Redemptions Redemptions Redemptions 

Not applicable Not applicable Not applicable 

Total Estimated Burden Total Estimated Burden Total Estimated Burden 

Hours Relating to Hours Relating to Website Hours Relating to 

Website Disclosure Disclosure Website Disclosure 

492+ 10,332+ 10,332 = 516 + 1,546 + 1,382 = $129,000 + $2,028,907+ 

$1,973,432 = 

TOTAL 21,156 estimated 3,444 estimated burden $4,131,339 estimated 

res onses hours cost burden 
Federal Register / Vol. 86, No. 109 / Wednesday, June 9, 2021 / Notices 30657 


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TOTAL 

1 response annually for 

each of 10 funds24 

10 estimated responses 

1 response annually for 

each of 36 fund 

complexes25 

1 hour (board time) 

+ 4 hours ( compliance and 

12rofessional legal time) = 

5 hours 

5 hours x 10 responses = 

50 estimated burden 

hours 

1 hour of board time 

5 hours of senior portfolio 

manager time 

3 hours of risk 

management specialist 

time 

+ 3 hours of professional 

legal time 

1 hour x $4 770 ( board 

time)= $4,770 

4 x $340 (blended rate for 

compliance manager 

($312) and a compliance 

attorney ($368)) = $1,360 

$4,770+ $1,360 = $6,130 

( cost per fund) 

$6,130 x 10 estimated 

res onses = 

$61,300 estimated cost 

burden 

1 hour x $4,770 ( board 

time)= $4,770 

5 x $332 (Sr. portfolio 

manager)= $1,660 

3 X $201 (risk 

management specialist) = 

$603 
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TOTAL 

TOTAL 

36 estimated responses 

5 responses annually for 

each of 36 fund 

complexes 

180 estimated responses 

1 response annually for 1 

new liquidity fund 

12 hours 

12 hours x 36 estimated 

res onses = 

432 estimated burden 

hours 

5 hours senior portfolio 

manager time 

2 hours compliance 

manager time 

2 hours professional legal 

time 

+ 1 hour 12aralegal time 

= 10 hours per response 

10 hours x 180 estimated 

res onses = 

1800 estimated burden 

hours 

3 hours board time 

8 hours professional legal 

time 

3 x $401 (attorney)= 

$1,203 

$4,770 + $1,660+ $603+ 

$1,203 = $8,236 per 

liquidity fund complex 

$8,236 x 36 estimated 

res onses = 

$296,496 estimated cost 

burden 

5 x $332 (sr. portfolio 

manager) = $1,660 

2 x $312 (compliance 

manager) = $624 

2 x $419 (attorney)= 

$838 

1 x $219 (paralegal)= 

$219 

$1,660 + $624 + $838 + 

$219 = $3,341 per 

response 

$3,341 x 180 estimated 

res onses = 

$601,380 estimated cost 

burden 

3 hours x $4,770 (board 

time)= $14,310 
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TOTAL 

TOTAL 

1 estimated response 

1 response annually for 1 

new liquidity fund 

1 estimated response 

7 hours risk management 

specialist time 

+4 hours senior risk 

management time 

22 hours 

22 estimated burden 

hours 

.5 hours board time 

7 .2 hours professional 

legal time 

+7.8 hours 12aralegal time 

15.5 hours 

15.5 estimated burden 

hours 

2 liquidity funds per year 4 hours attorney 

2 hours of board time 

+ 1 hours of fund's 

com12liance attorney 

7 hours per liquidity fund 

8 hours x $419 (attorney) 

= $3,352 

7 hours x $201 (risk 

management specialist) = 

$1,407 

4 hours x $361 (sr. risk 

management specialist) = 

$1,444 

$14,310 + $3,352 + 

$1,407 + $1,444 = 

$20,513 (per response) 

$20,513(cost) x 1 

estimated res onse 

$20,513 estimated cost 

burden 

.5 hours x $4,770 (board 

time)= $2,385 

7.2 hours x $419 

(attorney)= $3,016.80 

7.8 hours x $219 

(paralegal)= $1,708.20 

$2,385 + $3,016.80+ 

$1,708.20 = $7,110 (per 

response) 

$7,110 x 1 estimated 

res onse = 

$7,110 estimated cost 

burden 

4 hours x $419 (attorney) 

= $1,676 

2 hours x $4,770 (board 

time)= $9,540 

1 x $368 com liance 
30660 Federal Register / Vol. 86, No. 109 / Wednesday, June 9, 2021 / Notices 

14The estimated responses and hour burdens 

shown in this chart were included in the Securities 

and Exchange Commission, Request for OMB 

Approval of Extension for Approved Collection for 

Rule 2a–7 under the Investment Company Act of 

1940 (OMB Control No. 3235–0268) (approved May 

28, 2019) (the ‘‘2019 rule 2a–7 PRA extension’’). 

The 2019 rule 2a–7 PRA extension was the most 

recent rule 2a–7 submission that includes certain 

estimates with respect to aggregate annual hour and 

cost burdens for collections of information for 

registered money market funds. 

However, the cost burdens shown in this chart 

have been updated. The cost burdens for 

professional personnel are based on SIFMA’s 

Management & Professional Earnings in the 

Securities Industry 2013, modified for 2020 by the 

Commission staff to account for an 1,800-hour 

work-year and inflation, and multiplied by 5.35 to 

account for bonuses, firm size, employee benefits 

and overhead and the cost burdens for clerical 

personnel are based on SIFMA’s Office Salaries in 

the Securities Industry 2013, modified for 2020 by 

Commission staff to account for an 1,800-hour 

work-year and inflation, and multiplied by 2.93 to 

account for bonuses, firm size, employee benefits 

and overhead. However, SIFMA data does not 

include a board of directors. For board time, 

Commission staff currently uses a cost of $4,770 per 

hour, which was last adjusted for inflation in 2019. 

This estimate assumes an average of nine board 

members per year. 

15The number of funds based on Form N–MFP 

filings for the month ended September 30, 2018 and 

used in the 2019 rule 2a–7 PRA extension. 16For purposes of the 2019 rule 2a–7 PRA 

extension, we assumed that on average 25% (433 

funds × .25 = 108 funds) of money market funds 

would review and update their procedures on 

annual basis). 17We have not amortized the one-time hour and 

cost burdens figures associated with new funds, 

because we estimated there would be 10 new funds 

each year. Therefore, the burden would occur each 

year instead of occurring over a three-year period. 

We have done this throughout this PRA. 18Commission staff estimates that there are 91 

fund complexes subject to rule 2a–7. This estimate 

is based on Form N–MEP filings with the 

Commission for the month ended September 30, 

2018. 19We estimated that approximately two new 

money market funds would seek to qualify as retail 

money market funds under rule 2a–7 and therefore 

be required to adopt written policies and 

procedures reasonably designed to limit beneficial 

owners to natural persons. 

For purposes of the 2019 rule 2a–7 PRA 

extension, Form N–MFP data reflects that of the 30 

new money market funds created between April of 

2015 through September 2018, only six new money 

market funds elected to be retail funds—or 

approximately two per year ((6 funds/42 months) × 

12 months). Based on these figures, we estimated 

that two new money market fund per year would 

elect to be a retail fund. 

20The cost burdens shown in this chart for 

professional personnel are based on SIFMA’s 

Management & Professional Earnings in the 

Securities Industry 2013, modified for 2020 by the 

Commission staff to account for an 1,800-hour 

work-year and inflation, and multiplied by 5.35 to 

account for bonuses, firm size, employee benefits 

and overhead and the cost burdens for clerical 

personnel are based on SIFMA’s Office Salaries in 

the Securities Industry 2013, modified for 2020 by 

Commission staff to account for an 1800-hour workyear and inflation, and multiplied by 2.93 to 

account for bonuses, firm size, employee benefits 

and overhead. However, SIFMA data does not 

include a board of directors. For board time, 

Commission staff currently uses a cost of $4,770 per 

hour, which was last adjusted for inflation in 2019. 

This estimate assumes an average of nine board 

members per year. 

We use these estimated burdens for registered 

money market funds to extrapolate the information 

collection burdens for unregistered money market 

funds under rule 12d1–1 in this Table 2. 

21The number of liquidity funds is based on the 

following: 65 × the percentage of liquidity funds 

that are at least partially in compliance with the 

risk–limiting provisions of rule 2a–7 and used in 

the most recent supporting statement for rule 

2a–7 100¥37.2) = 62.8%. The result (rounded up 

to a whole number) is 41 liquidity funds. The 

number of liquidity funds is based on the U.S. 

Securities and Exchange Commission’s Division of 

Investment Management—Analytics Office Private 

Funds Statistics, Fourth Calendar Quarter (Oct. 2, 

2020) available at https://www.sec.gov/divisions/ 

investment/private-funds-statistics/private-fundsstatistics-2019-q4.pdf. 

BILLING CODE 8011–01–C 

Commission staff estimates that in 

addition to the costs described in Table 


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TOTAL 

Written record of board 

determinations and 

aetions related to failure 

of a security to meet 

certain eligibility 

standards or an event of 

defcault or insolvenc 30 

Total 

TOTAL ESTIMATED 

BURDEN OF 

INFORMATION 

COLLECTION FOR 

RULE 12dl-1 

2 estimated responses 

2 estimated responses 

annually for 2 liquidity 

funds31 

4 estimated responses 

24,875 estimated 

responses annually 

14 estimated hours 

burden 

.5 hours (professional legal 

time) 

x 4 estimated responses 

attorney)= $368 

$1,676+$9,540+$368 = 

$11,584 per liquidity fund 

$11,584 x 2 estimated 

res onses = 

$23,168 estimated costs 

burden 

.5 hour x $419 (attorney) 

= $209.50 

$209.50 x 4 estimated 

res onses = 

2 estimated burden hours $838 estimated cost 

burden 

33,660 estimated burden 

hours annually 

$13,004,304 estimated 

cost burden annually 
Federal Register / Vol. 86, No. 109 / Wednesday, June 9, 2021 / Notices 30661 

22The number of new unregistered money market 

funds is estimated from 2018–2019 historical Form 

PF filings by liquidity fund advisers. See Securities 

and Exchange Commission’s Division of Investment 

Management—Analytics Office Private Funds 

Statistics, Fourth Calendar Quarter (Oct. 2, 2020) 

available at https://www.sec.gov/divisions/ 

investment/private-funds-statistics/private-fundsstatistics-2019-q4.pdf. 

23We recognize that in many cases the adviser to 

an unregistered money market fund typically 

performs the function of the fund’s board. Money 

Market Fund Reform; Amendments to Form PF 

Investment Company Act Rel. No. 31166 (Jul. 23, 

2014), 79 FR 47735, 47809 (Aug. 14, 2014). 

24For purposes of this PRA extension, we 

assumed that on average 25% (41 funds × .25 = 

approximately 10 funds) of liquidity funds would 

review and update their procedures on annual 

basis. 

25This number has been derived from the number 

of advisers to liquidity funds. See U.S. Securities 

and Exchange Commission, Division of Investment 

Management, Analytics Office, Private Fund 

Statistics, Fourth Quarter 2019 (Oct. 2, 2020), Table 

2. 

26See supra note 23. 

27There are no liquidity funds of this type; 

liquidity funds only are offered to qualified 

investors. 

28See supra note 23. 

29 Id. 

30 Id. 

31 In the context of registered money market 

funds, we have previously estimated an average of 

approximately 2 occurrences for 20 funds each year; 

however, this number may vary significantly in any 

particular year. For purposes of this PRA extension, 

we assumed there would be same proportion of 

unregistered money market funds experiencing 

events of default or solvency each year. (20/433 

registered money market funds = approximately 

5%. 5% × 41 liquidity funds = approximately 2 

liquidity funds.) 

32See U.S Securities and Exchange Commission, 

Division of Investment Management, Analytics 

Office, Private Fund Statistics, Fourth Quarter 2019 

(Oct. 2, 2020), Table 3. 

33The recordkeeping cost estimates are 

$0.0051295 per dollar of assets under management 

for small funds, and $0.0005041 per dollar of assets 

under management for medium-sized funds. The 

cost estimates are the same as those used in the 

most recently approved rule 2a–7 submission. 

34This estimate is based on the following 

calculation: ($294 billion × $0.0000009) = $264,600 

for large funds. 

35This estimate is based on the following 

calculation: ($294 billion × 0.0000132) = $3.88 

million. 

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

2 17 CFR 240.19b–4. 

2 above, unregistered money market 

funds will incur costs to preserve 

records, as required under rule 2a–7. 

These costs will vary significantly for 

individual funds, depending on the 

amount of assets under fund 

management and whether the fund 

preserves its records in a storage facility 

in hard copy or has developed and 

maintains a computer system to create 

and preserve compliance records. In the 

2019 rule 2a–7 PRA extension, 

Commission staff estimated that the 

amount an individual money market 

fund may spend ranges from $100 per 

year to $300,000. We have no reason to 

believe the range is different for 

unregistered money market funds. 

Based on Form PF data as of the fourth 

calendar quarter 2019, liquidity funds 

have $294 billion in gross asset value.32

The Commission does not have specific 

information about the proportion of 

assets held in small, medium-sized, or 

large unregistered money market funds. 

Because liquidity funds are often used 

as cash management vehicles, the staff 

estimates that each private liquidity 

fund is a ‘‘large’’ fund (i.e., more than 

$1 billion in assets under management). 

Based on a cost of $0.0000009 per dollar 

of assets under management (for large 

funds),33 the staff estimates compliance 

with rule 2a–7 for these unregistered 

money market funds totals $264,600 

annually.34

Consistent with estimates made in the 

rule 2a–7 submission, Commission staff 

estimates that unregistered money 

market funds also incur capital costs to 

create computer programs for 

maintaining and preserving compliance 

records for rule 2a–7 of $0.0000132 per 

dollar of assets under management. 

Based on the assets under management 

figures described above, staff estimates 

annual capital costs for all unregistered 

money market funds of $3.88 million.35

Commission staff further estimates 

that, even absent the requirements of 

rule 2a–7, money market funds would 

spend at least half of the amounts 

described above for record preservation 

($132,300) and for capital costs ($1.94 

million). Commission staff concludes 

that the aggregate annual costs of 

compliance with the rule are $132,300 

for record preservation and $1.94 

million for capital costs. 

The collections of information 

required for unregistered money market 

funds by rule 12d1–1 are necessary in 

order for acquiring funds to able to 

obtain the benefits described above. 

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 OMB 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 to (i) >www.reginfo.gov/public/ 

do/PRAMain< and (ii) David Bottom, 

Director/Chief Information Officer, 

Securities and Exchange Commission, 

c/o Cynthia Roscoe, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: June 4, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–12104 Filed 6–8–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92103; File No. SR–BX– 

2021–025] 

Self-Regulatory Organizations; Nasdaq 

BX, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend BX Options 7, 

Section 1, ‘‘General Provisions’’ and 

Section 2, ‘‘BX Options Market-Fees 

and Rebates’’ 

June 3, 2021. 

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 May 24, 

2021, Nasdaq BX, Inc. (‘‘BX’’ or 

‘‘Exchange’’) 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 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 

The Exchange proposes to amend BX 

Options 7, Section 1, ‘‘General 

Provisions’’ and Section 2, ‘‘BX Options 

Market-Fees and Rebates.’’ 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/bx/rules, 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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