
[Federal Register: November 17, 2008 (Volume 73, Number 222)]
[Notices]               
[Page 67900-67901]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr17no08-97]                         

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SECURITIES AND EXCHANGE COMMISSION

 
Submission for OMB Review; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of Investor Education and Advocacy, Washington, DC 
20549-0213.

Extension:
    Rule 32a-4; SEC File No. 270-473; OMB Control No. 3235-0530.

    Notice is hereby given that, pursuant to the Paperwork Reduction 
Act of 1995 (44 U.S.C. 350l et seq.), the Securities and Exchange 
Commission (``Commission'') has submitted to the Office of Management 
and Budget a request for extension of the previously approved 
collection of information discussed below.
    Section 32(a)(2) of the Investment Company Act (15 U.S.C. 80a-
31(a)(2)) requires that shareholders of a registered investment 
management or face-amount certificate company (``fund'') ratify or 
reject the selection of a fund's independent public accountant. Rule 
32a-4 (17 CFR 270.32a-4) exempts a fund from this requirement if (i) 
the fund's board of directors establishes an audit committee composed 
solely of independent directors with responsibility for overseeing the 
fund's accounting and auditing processes,\1\ (ii) the fund's board of 
directors adopts an audit committee charter setting forth the 
committee's structure, duties, powers and methods of operation, or sets 
out similar provisions in the fund's charter or bylaws,\2\ and (iii) 
the fund maintains a copy of such an audit committee charter 
permanently in an easily accessible place.\3\
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    \1\ Rule 32a-4(a).
    \2\ Rule 32a-4(b).
    \3\ Rule 32a-4(c).
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    Each fund that chooses to rely on rule 32a-4 incurs two collection 
of information burdens. The first, related to the board of directors' 
adoption of the audit committee charter, occurs once, when the 
committee is established. The second, related to the fund's maintenance 
and preservation of a copy of the charter in an easily accessible 
place, is an ongoing annual burden. The information collection 
requirement in rule 32a-4 enables the Commission to monitor the duties 
and responsibilities of an independent audit committee formed by a fund 
relying on the rule.
    Commission staff estimates that, on average, the board of directors 
takes 15 minutes to adopt the audit committee charter. Commission staff 
has estimated that with an average of 8 directors on the board,\4\ 
total director time to adopt the charter is 2 hours. Combined with an 
estimated 1 hour of paralegal time to prepare the charter for board 
review, the staff estimates a total one-time collection of information 
burden of 3 hours for each fund. Once a board adopts an audit committee 
charter, a fund generally maintains it in a file cabinet or as a 
computer file. Commission staff has estimated that there is no annual 
hourly burden associated with maintaining the charter in this form.\5\
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    \4\ This estimate is based on staff discussions with a staff 
representative of an entity that surveys funds and calculates fund 
board statistics based on responses to its surveys.
    \5\ No hour burden related to such maintenance of the charter 
was identified by the funds the Commission staff surveyed. 
Commission staff understands that many audit committee charters have 
been significantly revised after their adoption in response to the 
Sarbanes-Oxley Act (Pub. L. No. 107-204, 116 Stat. 745) and other 
developments. However, the costs associated with these revisions are 
not attributable to the requirements of rule 32a-4.

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[[Page 67901]]

    Because virtually all funds extant have now adopted audit committee 
charters, the annual one-time collection of information burden 
associated with adopting audit committee charters is limited to the 
burden incurred by newly established funds. Commission staff estimates 
that fund sponsors establish approximately 153 new funds each year,\6\ 
and that all of these funds will adopt an audit committee charter in 
order to rely on rule 32a-4. Thus, Commission staff estimates that the 
annual one-time hour burden associated with adopting an audit committee 
charter under rule 32a-4 going forward will be approximately 459 
hours.\7\
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    \6\ This estimate is based on the number of Form N-8As filed 
from January 2005 through December 2007.
    \7\ This estimate is based on the following calculation: (3.0 
burden hours for establishing charter x 153 new funds = 459 burden 
hours).
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    As noted above, all funds that rely on rule 32a-4 are subject to 
the ongoing collection of information requirement to preserve a copy of 
the charter in an easily accessible place. This ongoing requirement, 
which Commission staff has estimated has no hourly burden, applies to 
all funds that have adopted an audit committee charter and continue to 
maintain it.
    When funds adopt an audit committee charter in order to rely on 
rule 32a-4, they also may incur one-time costs related to hiring 
outside counsel to prepare the charter. Commission staff estimates that 
those costs average approximately $1000 per fund.\8\ Commission staff 
understands that virtually all funds now rely on rule 32a-4 and have 
adopted audit committee charters, and thus estimates that the annual 
cost burden related to hiring outside legal counsel is limited to newly 
established funds.
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    \8\ Costs may vary based on the individual needs of each fund. 
However, based on the staff's conversations with outside counsel 
that prepare these charters, legal fees related to the preparation 
and adoption of an audit committee charter usually average $1000 or 
less. The Commission also understands that the ICI has prepared a 
model audit committee charter, which most legal professionals use 
when establishing audit committees, thereby reducing the costs 
associated with drafting a charter.
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    As noted above, Commission staff estimates that approximately 153 
new funds each year will adopt an audit committee charter in order to 
rely on rule 32a-4. Thus, Commission staff estimates that the ongoing 
annual cost burden associated with rule 32a-4 in the future will be 
approximately $153,000.\9\
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    \9\ This estimate is based on the following calculations: ($1000 
cost of adopting charter x 153 newly established funds = $153,000).
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    The estimates of average burden hours and costs are made solely for 
the purposes of the Paperwork Reduction Act, and are 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 32a-4 are necessary 
to obtain the benefits of the rule. The Commission is seeking OMB 
approval, because 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.
    Please direct general comments regarding the above information to 
the following persons: (i) Desk Officer for the Securities and Exchange 
Commission, Office of Management and Budget, Room 10102, New Executive 
Office Building, Washington, DC 20503 or e-mail to: 
nfraser@omb.eop.gov; and (ii) Lewis W. Walker, Acting Director/CIO, 
Securities and Exchange Commission, c/o Shirley Martinson, 6432 General 
Green Way, Alexandria, VA 22312; or send an e-mail to: PRA_
Mailbox@sec.gov. Comments must be submitted to OMB within 30 days of 
this notice.

    Dated: November 10, 2008.
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-27241 Filed 11-14-08; 8:45 am]

BILLING CODE 8011-01-P
