60 Day Notice

Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include file number SR–
NYSE–2024–37 on the subject line.
Paper Comments

ddrumheller on DSK120RN23PROD with NOTICES1

• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to file
number SR–NYSE–2024–37. This file
number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for 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 the
Exchange. Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
publicly. We may redact in part or
withhold entirely from publication
submitted material that is obscene or
subject to copyright protection. All
submissions should refer to file number
SR–NYSE–2024–37 and should be
submitted on or before July 22, 2024.

20:36 Jun 28, 2024

[FR Doc. 2024–14380 Filed 6–28–24; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION

Electronic Comments

VerDate Sep<11>2014

For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.37
Vanessa A. Countryman,
Secretary.

Jkt 262001

[SEC File No. 270–526, OMB Control No.
3235–0584]

Proposed Collection; Comment
Request; Extension: Rule 12d1–1
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 et seq.), the Securities
and Exchange Commission (the
‘‘Commission’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget (‘‘OMB’’) for
extension and approval.
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
37 17

CFR 200.30–3(a)(12).
15 U.S.C. 80a.
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.
3 See 15 U.S.C. 80a–12(d)(1)(B).
1 See

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54575

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
4 See

17 CFR 270.12d1–1.
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).
9 See 17 CFR 270.2a–7.
5 See

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54576

Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices

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

ddrumheller on DSK120RN23PROD with NOTICES1

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).

VerDate Sep<11>2014

20:36 Jun 28, 2024

Jkt 262001

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 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 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 third

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calendar quarter 2023.12 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 2022 PRA extension
regarding rule 2a–7.13 We use the
estimated burdens for registered money
market funds to extrapolate the
information collection burdens for
unregistered money market funds under
rule 12d1–1.
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 the table below.
BILLING CODE 8011–01–P
12 See the U.S. Securities and Exchange
Commission’s Division of Investment
Management—Analytics Office Private Funds
Statistics, Third Calendar Quarter (March 31, 2024)
available at https://www.sec.gov/files/investment/
2023q3-private-funds-statistics-20240331accessible.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 May 28, 2019August 3, 2022)
(the ‘‘2022 rule 2a–7 PRA extension’’), available at
https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202109-3235-024; the 2022
rule 2a–7 PRA extension is 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.

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Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices

54577

Rule 12dl-1 information collection burden estimates
for unregistered money market funds

Jt~tlPiat~!l B\Jt~e~ Qo~s ..·· ~E~tl~at~~ I~t~riaifost •
Bu.rd~~J'1. •.••

Record oH redit risk
analyses, and
determination
regarding adjustable
rate securjties, ass.et
backed securities,
securities subject to a
demand .feature or
guarantee, and
counterparties to
re
reements

85 responses annually per
33 liquidity funds 15

Total

2,805 estimated
responses per liquidity
fund annuall

680 burden hours of
professional (business
analyst or portfolio
manager) time per liquidity
fund x 33 liquidity funds

$276 per hour
(intermediate business
analyst)+ $396 per hour
(senior portfolio
manager) = $672 + 2 =
$336 median weighted
average per hour

680 x 33 funds =
22,440 estimated burden
hours

$336 x 22,440 hours=
$7,539,840 estimated
cost burden

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EN01JY24.017

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Fund's website
disclosures including
ortfolio holdin

54578

Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices

Esti~~i~B!.iidenilout~.··•• ·J£~tim~t~dJ11i"rJt~I (:;~t•
Butden1~

•

•

information, daily and
weekly liquid assets, net
shareholder Uow, daily
current NAV, financial
slipport received by the
fund, the imposition and
remova.1 ofliquidity
fees, and the su&pension
and resumption of fund
redem tions
Disclosure ofPortfolio
Holdings Information

Disclosure of Portfolio
Holdings Information

Disclosure ofPortfolio
Holdings Information

12 months x 33 liquidity
funds = 396 responses
per year

12 hours (one hour per
monthly filing) to update
the website to include the
disclosure of portfolio
holdings information x 33
liquidity funds= 396 hours
per year
+
24 hours ofwebmaster
time for an estimated 1
new liquidity fund 16 each
year to initially develop a
webpage and provide
monthly disclosure for the
initial year= 24 one-time
burden hours

396 hours (for 33
liquidity funds) x $299
(per hour for a
webmaster) = $118,404
(for recurring internal
burden labor costs)

420 aggregate annual onetime and recurring burden
hours for the disclosure of
portfolio holdings

$125,580 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
252 business days x 33
liquidity funds= 8,316
responses per year

Disclosure of Daily and
Weekly Liquid Assets and
Net Shareholder Flow
36 hours ongoing annual
burden x 33 liquidity funds
= 1,188 hours per year
+
70 hours for each new
liquidity fund x I new fund
= 70 one-time hours

+
24 hours for 1 new
liquidity fund x $299 (per
hour for a webmaster) =
$7,176

Disclosure of Daily and
Weekly Liquid Assets and
Net Shareholder Flow
[31.5 hours x $371
(blended rate for a senior
systems analyst ($342)
and senior programmer
($399) = $11,687 (per
liquidity fund)]

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+

54579

Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices

1,258 aggregate annual
recurring and one-time
burden hours for disclosure
of daily and weekly liquid
assets and shareholder flow

[4.5 hours x $406
(blended rate for
compliance manager
($372) and a compliance
attorney ($440)) =
$1,827]
$13,514 (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 33 liquidity funds
$445,962 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
+

[(20 hours x $406
(blended rate for
compliance manager
($372) and a compliance
attorney ($440) = $8,120
+ 50 hours x $371
(blended rate for a senior
systems analyst ($342)
and senior programmer
($399)) = $18,550)} =
$26,670 (internal labor
cost burden for each new
fund)]

$472,632 aggregate
annual recurring and onetime cost burdens for
disclosure of daily and
weekly liquid assets and
shareholder flow

ddrumheller on DSK120RN23PROD with NOTICES1

252 business days x 33
liquidity funds= 8,316
responses per year

[32 hours (sr. systems
analyst/sr. programmer) x
33 liquidity funds= 1,056
hours per year]
+

L70 one-time burden hours
for each new Ii uidi fund

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Disclosure of Daily
Current }VAY
32 hours x $371 (blended
rate for a senior systems
analyst ($342) and senior
programmer ($399) =
$11,872 (annual ongoing
internal labor cost burden

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EN01JY24.019

Disclosure ofDaily
Current NAV

Disclosure of Daily
CurrentNAV

54580

Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices

x 1 new liquidity fund = 70
one-time burden hours]
1,126 aggregate annual
recurring and one-time
burden hours for disclosure
of daily current NA V

per fund) x 33 funds=
$391,776 ongoing annual
cost burdens
+
[(20 hours x $406
(blended rate for
compliance manager
($372) and a compliance
attorney ($440)) = $8, I 20
+ (50 hours x $371
(blended rate for a senior
systems analyst ($342)
and senior programmer
($399) = $18,550)] =
$26,670 (internal labor
cost burden for each new
fund)]
x 1 new fund = $26,670
(total one-time cost
burden)
$418,446 aggregate
annual recurring and onetime cost burdens

Disclosure ofFinancial
Support Received by the
Fund, and Imposition and
Removal ofLiquidity
Fees, and the Suspension
and Resumption of Fund
Redemptions

Disclosure ofFinancial
Support Received by the
Fund, and Imposition and
Removal ofLiquidity Fees,
and the Suspension and
Resumption of Fund
Redemptions

Disclosure of Financial
Support Received by the
Fund, and Imposition and
Removal ofLiquidity
Fees, and the Suspension
and Resumption of Fund
Redemptions

Not applicable
Not applicable

Not applicable

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TOTAL

VerDate Sep<11>2014

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16,928 estimated
res onses

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Total Estimated Burden
Hours Relating to Website
Disclosure
420 + 1,258 + 1,126 =

2,804 estimated burden
hours

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Total Estimated Burden
Hours Relating to
Website Disclosure
$125,580 + $472,632 +
$418,446 =
$1,016,658 estimated
cost burden

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EN01JY24.020

Total Estimated Burden
Hours Relating to
Website Disclosure
396 + 8,316 + 8,316 =

Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices

I response annually for
each of 8 funds 18

I hour (board time)+ 4
hours (compliance and
professional legal time)=
5 hours

54581

I hour x $5,672 (board
time)= $5,672
+
4 x $406 (blended rate for
compliance manager
($372) and a compliance
attorney ($440) = $1,624
$7,296 (cost per fund)

TOTAL

8 estimated responses

1 response annually for
each of33 fund
complexes 19

5 hours x 8 res onses =
40 estimated burden
hours

$7,296 x 8 res onses =
$58,368 estimated cost
burden

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 hours

1 hour x $5,672 (board
time)= $5,672
5 x $396 (Sr. portfolio
manager)= $1,980
3 x $240 (risk
management specialist)=
$720
3 x $500 (attorney)=
$1,500
$5,672 + $1,980 + $720 +
$1,500 = $9,872 per
liquidity fund complex

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33 estimated responses

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12 hours x 33 res onses =
396 estimated burden
hours

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$9,872 x 33 res onses =
$325,776 estimated cost
burden

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EN01JY24.021

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TOTAL

54582

Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices

5 responses annually for
each of33 fund
complexes

5 hours senior portfolio
manager time + 2 hours
compliance manager time
+ 2 hours professional
legal time + 1 hour
paralegal time = 10 hours
per response

5 x $396 (sr. portfolio
manager)= $1,980
2 x $372 (compliance
manager)= $744
2 x $500 (attorney)=
$1,000
1 x $262 (paralegal) =
$262
$1,980 + $744 + $1,000 +
$262 = $3,986 per
response
$3,986 x 165 responses=

TOTAL

5 responses x 33 fund
com lexes =
165 estimated responses

1,650 estimated burden
hours

$657,690estimated cost
burden

3 hours board time + 8
hours professional legal
time + 7 hours risk
management specialist
time + 4 hours senior risk
management time = 22
hours

3 hours x $5,672 (board
time)= $17,016
8 hours x $500 (attorney)
= $4,000
7 hours x $240 (risk
management specialist)=
$1,680
4 hours x $430 (sr. risk
management specialist)=
$1,720

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I response annually for 1
new liquidity fund

10 hours x 165 responses=

Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices

54583

$17,016 + $4,000 +
$1,680 + $1,720 =
$24,416 (per response)
22 hours x I response=

TOTAL

1 estimated response

22 estimated burden
hours

I response annually for 1
new liquidity fund

0.5 hours board time+ 7.2
hours professional legal
time+ 7.8 hours paralegal
time= 15.5 hours

$24,416 x 1 res onse =
$24,416 estimated cost
burden

0.5 hours x $5,672 (board
time)= $2,836
7.2 hours x $500
(attorney)= $3,600
7.8 hours x $262
(paralegal) = $2,044
$2,836 + $3,600 +
$2,044 = $8,480 (per
response)

TOTAL

1 estimated response

2 liquidity funds per year

15.5 hours x 1 res onse
15.5 estimated burden
hours

$8,480 x 1 res onse =
$8,480 estimated cost
burden

4 hours attorney+ 2 hours
of board time+ 1 hours of
fund's_compliance attorney
= 7 hours per liquidity
fund

4 hours x $500 (attorney)
= $2,000
2 hours x $5,672 ( board
time)= $11,344
I x $440 (compliance
attorney)= $440
$2,000 + $11,344 + $440
= $13,784 per liquidity
fund

2 estimated responses

7 hours x 2 funds =
14 estimated hours
burden

$13,784 x 2 funds=
$27,568 estimated costs
burden

Written record of board
determinations and

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TOTAL

54584

Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices

• actionsfelateil

to faHur~·.•

rifa s~~dtylo\llleet •

cel't.~in .elillibility .· ·. . . . . .
stat1d~fdS QF~ni~vent of
def1uilt or insolvenc z.4
2 responses annually for
2 liquidity funds 25

.5 hours (professional legal
time)

.5 hours x $500 (attorney)
= $250

Total

4 estimated responses

.5 hours x 4 res onses
2 estimated burden hours

$250 x 4 res onses =
$1,000 estimated cost
burden

TOTAL ESTIMATED
BURDEN OF
INFORMATION
COLLECTION FOR
RULE 12dl-1

19,947 estimated
responses annually

27,384 estimated burden
hours annually

$9,659, 796estimated
cost burden annually

ddrumheller on DSK120RN23PROD with NOTICES1

Commission staff estimates that in
addition to the internal costs described
14 The cost burdens shown in this chart for
professional personnel are based on SIFMA’s
Management & Professional Earnings in the
Securities Industry 2013, modified for 2024 by the
Commission staff to account for an 1800-hour workyear 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 2024 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 $5,672 per
hour, which was last adjusted for inflation in
December 2024; this estimate assumes an average of
nine board members per year.
15 The number of liquidity funds is based on the
following: 68 × the percentage of liquidity funds
that are at least partially in compliance with the
risk-limiting provisions of rule 2a–7, or 100¥52) =
48%; the result (rounded up to a whole number) is
33 liquidity funds (68 * 0.48 = 33); the number of
liquidity funds and percentage of funds that are at
least partially compliant with the risk-limiting
provisions of rule 2a–7 is based on the U.S.
Securities and Exchange Commission’s Division of
Investment Management—Analytics Office Private
Funds Statistics, Third Calendar Quarter 2023
(March 31, 2024) available at https://www.sec.gov/
files/investment/2023q3-private-funds-statistics20240331-accessible.pdf.
16 The number of new unregistered money market
funds is estimated from 2021–2023 historical Form
PF filings by liquidity fund advisers; see Securities
and Exchange Commission’s Division of Investment
Management—Analytics Office Private Funds
Statistics, Third Calendar Quarter 2023 (March 31,
2024) available at https://www.sec.gov/files/
investment/2023q3-private-funds-statistics20240331-accessible.pdf.
17 We 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).

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in the table above, unregistered money
market funds also will incur external
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 2022 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
18 For purposes of this PRA extension, we
assumed that on average 25% (33 funds × .25 =
approximately 8 funds) of liquidity funds would
review and update their procedures on annual
basis.
19 This 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, Third Quarter 2023 (March 31, 2024),
Table 2.
20 See supra note 25.
21 There are no liquidity funds of this type;
liquidity funds only are offered to qualified
investors.
22 See supra note 25.
23 Id.
24 Id.
25 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. (20/320
registered money market funds = approximately
5%. 5% × 33 liquidity funds = approximately 2
liquidity funds).

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funds. Based on Form PF data as of the
third calendar quarter 2023, liquidity
funds have $361 billion in gross asset
value.26 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),27
the staff estimates compliance with the
record storage requirements of rule 2a–
7 for these unregistered money market
funds costs approximately $324,900
annually.28
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
26 See U.S Securities and Exchange Commission,
Division of Investment Management, Analytics
Office, Private Fund Statistics, Fourth Quarter 2019
(Oct. 2, 2020), Table 3.
27 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.
28 This estimate is based on the following
calculation: ($294 billion × $0.0000009) = $264,600
for large funds.

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EN01JY24.024

BILLING CODE 8011–01–C

Federal Register / Vol. 89, No. 126 / Monday, July 1, 2024 / Notices

ddrumheller on DSK120RN23PROD with NOTICES1

annual capital costs for all unregistered
money market funds of $4.76 million.29
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
($162,450) and for capital costs ($2.38
million). Commission staff concludes
that the aggregate annual external costs
of compliance with the rule are
$162,450 for record preservation and
$2.38 million for capital costs, or a total
of $2.54 million.
The collections of information
required for unregistered money market
funds by rule 12d1–1 are necessary in
order for acquiring funds to be 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.
Written comments are invited on: (a)
whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimate of the burden of the collection
of information; (c) ways to enhance the
quality, utility, and clarity of the
information collected; and (d) ways to
minimize the burden of the collection of
information on respondents, including
through the use of automated collection
techniques or other forms of information
technology. Consideration will be given
to comments and suggestions submitted
by August 30, 2024.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
Please direct your written comments
to: David Bottom, Chief Information
Officer, Securities and Exchange
Commission, c/o John Pezzullo, 100 F
Street NE Washington, DC 20549 or
send an email to: PRA_Mailbox@
sec.gov.
Dated: June 26, 2024.
Sherry R. Haywood,
Assistant Secretary.

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–100423; File No. SR–
NYSEARCA–2024–54]

Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend the
Connectivity Fee Schedule
June 25, 2024.

Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on June 12,
2024, NYSE Arca, Inc. (‘‘NYSE Arca’’ or
the ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(the ‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the self-regulatory organization. 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 the
Connectivity Fee Schedule (‘‘Fee
Schedule’’) regarding colocation
services and fees to provide Users with
wireless connectivity to additional
market data feeds. The proposed rule
change is available on the Exchange’s
website at www.nyse.com, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization 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 those 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 the most significant parts of such
statements.

[FR Doc. 2024–14441 Filed 6–28–24; 8:45 am]
BILLING CODE 8011–01–P
29 This estimate is based on the following
calculation: ($294 billion × 0.0000132) = $3.88
million.

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1 15

U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15

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54585

A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend the
Fee Schedule regarding colocation
services and fees to provide Users 4 with
wireless connectivity to additional
market data feeds.
The Exchange currently provides
Users with wireless connections to nine
market data feeds or combinations of
feeds from third-party markets (the
‘‘Existing Third Party Data’’), and wired
connections to more than 45 market
data feeds or combinations of feeds.5
The Exchange proposes to add to the
Fee Schedule wireless connections
(‘‘Connectivity’’) to four additional
market data feeds (together, the
‘‘Proposed Third Party Data’’):
• MIAX Pearl Equities Depth of
Market Feed (‘‘MIAX DoM’’),6
• Nasdaq BX TotalView-ITCH FPGA,7
• Nasdaq PSX TotalView, and
• Nasdaq PSX TotalView-ITCH
FPGA.8
4 For purposes of the Exchange’s colocation
services, a ‘‘User’’ means any market participant
that requests to receive colocation services directly
from the Exchange. See Securities Exchange Act
Release No. 76010 (September 29, 2015), 80 FR
60197 (October 5, 2015) (SR–NYSEArca–2015–82).
As specified in the Fee Schedule, a User that incurs
colocation fees for a particular colocation service
pursuant thereto would not be subject to colocation
fees for the same colocation service charged by the
Exchange’s affiliates the New York Stock Exchange
LLC, NYSE American LLC, NYSE Chicago, Inc., and
NYSE National, Inc. (together, the ‘‘Affiliate
SROs’’). Each Affiliate SRO has submitted
substantially the same proposed rule change to
propose the changes described herein. See SR–
NYSE–2024–37, SR–NYSEAMER–2024–40, SR–
NYSECHX–2024–24, and SR–NYSENAT–2024–20.
5 See Securities Exchange Act Release No. 99808
(March 20, 2024), 89 FR 21151 (March 26, 2024) (SR
NYSEArca–2024–26).
6 As described by MIAX PEARL, LCC, ‘‘[t]he
[MIAX] DoM feed is a data feed that contains the
displayed price and size of each order entered on
MIAX PEARL Equities, as well as order execution
information, order cancellations, order
modifications, order identification numbers, and
administrative messages.’’ Securities Exchange Act
Release No. 91073 (February 5, 2021), 86 FR 9096,
9100 (February 11, 2021) (SR–PEARL–2021–02).
7 The difference between the Nasdaq BX
TotalView feed and the Nasdaq BX TotalView-ITCH
feed, which is part of the Existing Third Party Data,
is the delivery mechanism: the data is the same. As
described by Nasdaq BX, Inc., ‘‘BX TotalView is a
real-time market data product that provides full
order depth using a series of order messages to track
the life of customer orders in the BX market, as well
as trade data for BX executions and administrative
messages such as Trading Action messages, Symbol
Directory, and Event Control messages.’’ Securities
Exchange Act Release No. 98158 (August 17, 2023),
88 FR 57505 (August 23, 2023) (SR–BX–2023–020),
at 57506.
8 According to Nasdaq PHLX LLC, ‘‘PSX
TotalView is a real-time market data product that
provides full order depth using a series of order

Continued

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