[Federal Register Volume 83, Number 65 (Wednesday, April 4, 2018)]
[Notices]
[Pages 14530-14534]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-06854]


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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 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:
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    \1\ See 15 U.S.C. 80a.
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     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\
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    \2\ See 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.
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    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

[[Page 14531]]

     All acquiring funds (and companies they control) in the 
aggregate own more than ten percent of the acquired fund's stock.\3\
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    \3\ See 15 U.S.C. 80a-12(d)(1)(B).
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    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\
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    \4\ See 17 CFR 270.12d1-1.
    \5\ See rule 12d1-1(b)(1).
    \6\ See 15 U.S.C. 80a-17(a), 15 U.S.C. 80a-17(d); 17 CFR 
270.17d-1.
    \7\ An 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.
    \8\ See 15 U.S.C. 80a-2(a)(3)(A), (B).
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    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.
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    \9\ See 17 CFR 270.2a-7.
    \10\ See 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).
    \11\ See 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).
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    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 2016.\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 2013 PRA submission regarding rule 2a-
7.\13\ 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.
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    \12\ See U.S. Securities and Exchange Commission Annual Staff 
Report Relating to the Use of Form PF Data, Private Fund Statistics, 
Fourth Calendar Quarter 2016, available at https://www.sec.gov/files/im-private-fund-annual-report-101617.pdf.
    \13\ See 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 Aug. 28, 2013). This 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 each 
existing registered money market fund, fund complexes with 
registered money market funds, registered money market funds that 
experience an event of default or insolvency, and newly registered 
money market funds.
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    In the rule 2a-7 submission, Commission staff made the following 
estimates with respect to aggregate annual hour and cost burdens for 
collections of information for each existing registered money market 
fund:
    Record of credit risk analyses, and determinations regarding 
adjustable rate securities, asset backed securities, securities subject 
to a demand feature or guarantee, and counterparties to repurchase 
agreements: 85 responses, 680 hours of professional time, Cost: 
$178,160.\14\
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    \14\ This estimate is based on the following calculation: (680 
burden hours x $262 per hour for professional time) = $178,160 per 
fund.
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    Public website posting of monthly portfolio information: 12 
responses, 7 hours of professional time, Cost: $17,304.\15\
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    \15\ This estimate is based on the following calculation: (12 x 
7 burden hours x $206 per hour for a webmaster) = $17,304 per fund.
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    Review of procedures and guidelines of any investment adviser to 
whom the fund's board has delegated responsibility under rule 2a-7 and 
amendment of such procedures: 1 response, 5 hours of professional and 
director time, Cost: $5,960.\16\
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    \16\ This estimate is based on the following calculation: (1 
hour x $4,500 per hour for board time) + (4 hours x $365 per hour 
for professional time) = $5,960 per fund.
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    Based on census data available on Form PF, the staff believes that 
the number of private liquidity funds reported on Form PF (69) is the 
most

[[Page 14532]]

current and accurate estimate the number of unregistered money market 
funds affected by rule 12d1-1.\17\ Each of these unregistered money 
market funds engages in the collections of information described above. 
Accordingly, the staff estimates that unregistered money market funds 
complying with the collections of information described above engage in 
a total of 6,762 annual responses under rule 12d1-1,\18\ the aggregate 
annual burden hours associated with these responses is 47,748,\19\ and 
the aggregate annual cost to funds is $13,898,256.\20\
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    \17\ See supra note 12. The staff notes, however, that this 
estimate may be overstated to the extent that a private liquidity 
fund reported on Form PF does not follow all of rule 2a-7's 
requirements (that include collections of information) or because no 
registered investment companies invest in such a fund. The staff 
also notes, however, that this estimate may be understated to the 
extent that there are additional unregistered money market funds 
that are not required to be reported on Form PF (because Form PF is 
filed only by certain investments advisers to private funds that 
have $150 million in private fund assets under management).
    \18\ The estimate is based on the following calculations: (69 
funds x 85 responses for documentation of credit analyses and other 
determinations) = 5,865 responses. (69 funds x 12 responses for 
public website posting) = 828 responses. (69 funds x 1 response for 
policies and procedures related to delegation to an investment 
adviser) = 69 responses. 5,865 responses + 828 responses + 69 
responses = 6,762 responses.
    \19\ This estimate is based on the following calculations: (69 
funds x 680 hours for documentation of credit analyses and other 
determinations) = 46,920 hours. (69 funds x 7 hours for public 
website posting) = 483 hours. (69 funds x 5 hours for policies and 
procedures related to delegation to an investment adviser) = 345 
hours. 46,920 hours + 483 hours + 345 hours = 47,748 hours.
    \20\ This estimate is based on the following calculations: (69 
funds x $178,160) = $12,293,040. (69 funds x $17,304) = $1,193,976. 
(69 funds x $5,960) = $411,240. $12,293,040 + $1,193,976 + $411,240 
= $13,898,256.
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    In the rule 2a-7 submission, Commission staff further estimated the 
aggregate annual hour and cost burdens for collections of information 
for fund complexes with registered money market funds as follows:
    Review, revise, and approve procedures concerning stress testing: 1 
response, 12 burden hours of professional and director time, Cost: 
$8,021.\21\
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    \21\ This estimate is based on the following calculation: (1 
hour x $4,500 per hour for board time) + (5 hours x $322 per hour 
for a portfolio manager) + (3 hours x $259 per hour for a risk 
management specialist) + (3 hours x $378 per hour for an attorney) = 
$8,021 per response.
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    Report to fund boards on the results of stress testing: 5 
responses, 10 burden hours of professional and support staff time, 
Cost: $15,490.\22\
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    \22\ This estimate is based on the following calculation: (5 
responses x 5 hours x $322 per hour for a portfolio manager) + (5 
responses x 2 hours x $279 per hour for a compliance manager) + (5 
responses x 2 hours x $378 per hour for an attorney) + (5 responses 
x 1 hour x $174 per hour for support staff) = $15,490 per fund 
complex.
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    Reporting of rule 17a-9 transactions: \23\ 1 response, 1 burden 
hour of legal time, Cost: $378.\24\
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    \23\ See 17 CFR 270.17a-9.
    \24\ The estimate is based on the following calculations: (1 
response x $378 per hour for an attorney) = $378 per response.
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    Based on the number of liquidity fund advisers reported on Form PF, 
the staff estimates that there are 39 fund complexes with unregistered 
money market funds invested in by mutual funds in excess of the 
statutory limits under rule 12d1-1.\25\ Each of these fund complexes 
engages in the collections of information described above. Accordingly, 
the staff estimates that these fund complexes complying with the 
collections of information described above engage in a total of 273 
annual responses under rule 12d1-1,\26\ the aggregate annual burden 
hours associated with these responses is 897,\27\ and the aggregate 
annual cost to funds is $931,671.\28\
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    \25\ See supra note 12.
    \26\ The estimate is based on the following calculations: (39 
fund complexes x 1 response for revision of procedures concerning 
stress testing) = 39 responses. (39 fund complexes x 5 responses to 
provide stress testing reports) = 195 responses. (39 fund complexes 
x 1 response for reporting of rule 17a-9 transactions) = 39 
responses. 39 responses + 195 responses + 39 responses = 273 
responses.
    \27\ This estimate is based on the following calculations: (39 
fund complexes x 12 hours for revision of procedures concerning 
stress testing) = 468 hours. (39 fund complexes x 10 hours to 
provide stress testing reports) = 390 hours. (39 fund complexes x 1 
hour for reporting of rule 17a-9 transactions) = 39 hours. 468 hours 
+ 390 hours + 39 hours = 897 hours.
    \28\ This estimate is based on the following calculations: (39 
fund complexes x $8,021 for revision of procedures concerning stress 
testing) = $312,819. (39 fund complexes x $15,490 to provide stress 
testing reports) = $604,110. (39 fund complexes x $378 for reporting 
of rule 17a-9 transactions) = $14,742. $312,819 + $604,110 + $14,742 
= $931,671.
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    In the rule 2a-7 submission, Commission staff further estimated the 
aggregate annual burdens for registered money market funds that 
experience an event of default or insolvency as follows:
    Written record of board determinations and actions related to 
failure of a security to meet certain eligibility standards or an event 
of default of default or insolvency: 2 responses, 1 burden hour of 
legal time, Cost: $378.
    Notice to Commission of an event of default or insolvency: 1 
response, 0.5 burden hours of legal time, Cost: $189.
    Consistent with the estimate in the rule 2a-7 submissions, 
Commission staff estimates that approximately 2 percent, or 1, 
unregistered money market fund experiences an event of default or 
insolvency each year. Accordingly, the staff estimates that one 
unregistered money market fund will comply with these collection of 
information requirements and engage in 3 annual responses under rule 
12d1-1,\29\ the aggregate annual burden hours associated with these 
responses is 1.5,\30\ and the aggregate annual cost to funds is 
$567.\31\
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    \29\ The estimate is based on the following calculations: (1 
fund x 2 responses) + (1 fund x 1 response) = 3 responses.
    \30\ This estimate is based on the following calculations: (1 
fund x 1 hour) + (1 fund x 0.5 hours) = 1.5 hours.
    \31\ This estimate is based on the following calculations: (1 
fund x $378) + (1 fund x $189) = $567.
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    In the rule 2a-7 submission, Commission staff further estimated the 
aggregate annual burdens for newly registered money market funds as 
follows:
    Establish written procedures and guidelines designed to stabilize 
the fund's net asset value and establish procedures for board 
delegation of authority: 1 response, 15.5 hours of director, legal, and 
support staff time, Cost: $6,328.\32\
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    \32\ This estimate is based on the following calculation: (0.5 
hours x $4,500 per hour for board time) + (7.2 hours x $378 per hour 
for an attorney) + (7.8 hours x $174 per hour for support staff) = 
$6,328 per response.
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    Adopt procedures concerning stress testing: 1 response per fund 
complex, 22 burden hours of professional and director time per fund 
complex, Cost: $19,373 per fund complex.\33\
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    \33\ This estimate is based on the following calculation: (3 
hours x $4,500 per hour for board time) + (8 hours x $378 per hour 
for an attorney) + (11 hours x $259 per hour for a risk management 
specialist) = $19,373 per response. See also infra note 34.
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    Commission staff estimates that the proportion of unregistered 
money market funds that intend to newly undertake the collection of 
information burdens of rule 2a-7 will be similar to the proportion of 
money market funds that are newly registered. Based on a projection of 
10 new money market funds per year (in the most recent rule 2a-7 
submission), the staff estimates that, similarly, there will be 10 new 
unregistered money market funds that undertake the above burden to 
establish written procedures and guidelines designed to stabilize the 
fund's net asset value and establish procedures for board delegation of 
authority.\34\ Accordingly,

[[Page 14533]]

the staff estimates that 10 unregistered money market funds will comply 
with this collection of information requirement and engage in 10 annual 
responses under rule 12d1-1,\35\ the aggregate annual burden hours 
associated with these responses is 155,\36\ and the aggregate annual 
cost to funds is $62,380.\37\
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    \34\ The staff's estimate is based on historical data provided 
in Lipper Inc.'s LANA database and projections about the growth of 
the money market mutual fund industry going forward. The actual 
number of new money market funds launched may vary significantly 
from our estimates depending upon developments in market interest 
rates and other factors. The staff does not estimate any new fund 
complexes being launched in the next year.
    \35\ The estimate is based on the following calculations: (10 
funds x 1 response) = 10 responses.
    \36\ This estimate is based on the following calculations: (10 
funds x 15.5 hours) = 155 hours.
    \37\ This estimate is based on the following calculations: (10 
funds x $6,238) = $62,380.
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    Accordingly, the estimated total number of annual responses under 
rule 12d1-1 for the collections of information described in the rule 
2a-7 submissions is 7,048, the aggregate annual burden hours associated 
with these responses is 48,801.5, and the aggregate cost to funds is 
$14,892,874.\38\
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    \38\ These estimates are based upon the following calculations: 
(6,762 + 273 + 3+ 10) = 7,048 annual responses; (47,748 + 897 + 1.5 
+ 155) = 48,801.5 burden hours; and ($13,898,256 + $931,671 + $567 + 
$62,380) = $14,892,874.
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    Rules 31a-1(b)(1), 31a-1(b)(2)(ii), 31a-1(b)(2)(iv), and 31a-
1(b)(9) require registered funds to keep certain records, which include 
journals and general and auxiliary ledgers, including ledgers for each 
portfolio security and each shareholder of record of the fund. Most of 
the records required to be maintained by the rule are the type that 
generally would be maintained as a matter of good business practice and 
to prepare the unregistered money market fund's financial statements. 
Accordingly, Commission staff estimates that the requirements under 
rules 31a-1(b)(1), 31a-1(b)(2)(ii), 31a-1(b)(2)(iv), and 31a-1(b)(9) 
would not impose any additional burden because the costs of maintaining 
these records would be incurred by unregistered money market funds in 
any case to keep books and records that are necessary to prepare 
financial statements for shareholders, to prepare the fund's annual 
income tax returns, and as a normal business custom.
    Rule 12d1-1 also requires unregistered money market funds in which 
registered funds invest to adopt procedures designed to ensure that the 
unregistered money market funds comply with sections 17(a), (d), (e), 
and 22(e) of the Act. This is a one-time collection of information 
requirement that applies to unregistered money market funds that intend 
to comply with the requirements of rule 12d1-1. As discussed above, 
based on a projection of 10 new money market funds per year, the staff 
estimates that, similarly, there will be 10 new unregistered money 
market funds that undertake the above burden to establish written 
procedures and guidelines designed to ensure that the unregistered 
money market funds comply with sections 17(a), (d), (e), and 22(e) of 
the Act. The staff estimates the burden as follows:
    Establish written procedures and guidelines designed to ensure that 
the unregistered money market funds comply with sections 17(a), (d), 
(e), and 22(e) of the Act: 1 response, 15.5 hours of director, legal, 
and support staff time, Cost: $6,328.\39\
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    \39\ This estimate is based on the following calculation: (0.5 
hours x $4,500 per hour for board time) + (7.2 hours x $378 per hour 
for an attorney) + (7.8 hours x $174 per hour for support staff) = 
$6,328 per response.
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    Accordingly, the staff estimates that 10 unregistered money market 
funds will comply with this collection of information requirement and 
engage in 10 annual responses under rule 12d1-1,\40\ the aggregate 
annual burden hours associated with these responses is 155,\41\ and the 
aggregate annual cost to funds is $62,380.\42\
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    \40\ The estimate is based on the following calculations: (10 
funds x 1 response) = 10 responses.
    \41\ This estimate is based on the following calculations: (10 
funds x 15.5 hours) = 155 hours.
    \42\ This estimate is based on the following calculations: (10 
funds x $6,238) = $62,380.
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    Commission staff also estimates that 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 rule 2a-7 submission, 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 2016, private liquidity funds 
have $293 billion in gross asset value.\43\ The Commission does not 
have specific information about the proportion of assets held in small, 
medium-sized, or large unregistered money market funds. Because private 
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),\44\ 
the staff estimates compliance with rule 2a-7 for these unregistered 
money market funds totals $263,700 annually.\45\
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    \43\ See supra note 12.
    \44\ The 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.
    \45\ This estimate is based on the following calculation: ($293 
billion x $0.0000009) = $263,700 billion for small funds.
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    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 $3.87 million.\46\
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    \46\ This estimate is based on the following calculation: ($293 
billion x 0.0000132) = $3.87 million.
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    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 ($131,850) and 
for capital costs ($1.94 million). Commission staff concludes that the 
aggregate annual costs of compliance with the rule are $131,850 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 number.
    The public may view the background documentation for this 
information collection at the following website, 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: 
[email protected]; 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: [email protected]. Comments must be submitted to OMB within 30 
days of this notice.


[[Page 14534]]


    Dated: March 29, 2018.
Eduardo Aleman,
Assistant Secretary.
[FR Doc. 2018-06854 Filed 4-3-18; 8:45 am]
 BILLING CODE 8011-01-P


