Supporting Statement

OMB CONTROL NUMBER: 3235-0639
SUPPORTING STATEMENT
For the Paperwork Reduction Act Information Collection Submission for
RULE 12d1-4
A.

JUSTIFICATION
1.

Necessity for the Information Collection

Funds increasingly invest in other funds as a way to achieve asset allocation,
diversification, or other investment objectives. According to staff estimates, approximately 40%
of all registered funds hold an investment in at least one fund, 1 and total net assets in mutual
funds that invest primarily in other mutual funds have grown from $469 billion in 2008 to $2.54
trillion in 2019. 2 Retail investors similarly use fund of funds arrangements as a convenient way
to allocate and diversify their investments through a single, professionally managed portfolio.
For example, a fund of funds may provide an investor with the same benefits as separate direct
investments in several underlying funds, without the increased monitoring and recordkeeping
that could accompany investments in each underlying fund. 3
Section 12(d)(1) of the Act, however, limits the ability of a fund to invest substantially in
securities issued by another fund. On October 7, 2020, the Commission adopted 17 CFR
270.12d1-4 (“rule 12d1-4”) which will permit certain registered funds and BDCs that satisfy
1

Of those funds investing in other funds, 48% invest at least 5% of their assets in other funds, and
26% hold more than 90% of their assets in other funds. See Fund of Funds Arrangements,
Investment Company Act Release No. 34045 (Oct. 7, 2020) (“Adopting Release”).

2

During this period the number of mutual funds utilizing this arrangement grew from 838 to 1,469.
See Investment Company Institute, 2020 Fact Book: A Review of Trends and Activities in the
Investment Company Industry (“2020 ICI Fact Book”), at 244, available at
https://www.ici.org/pdf/2020_factbook.pdf.

3

Target-date funds are a common type of fund of funds arrangement and are designed to make it easier for
investors to hold a diversified portfolio of assets that is rebalanced over time without the need for investors
to rebalance their own portfolio. See Investment Company Advertising: Target Date Retirement Fund
Names and Marketing, Investment Company Act Release No. 29301 (June 16, 2010) [75 FR 35920 (June
23, 2010)] (proposing disclosure requirements for target date retirement funds’ marketing materials).

2
certain conditions to acquire shares of another fund in excess of the limits of section 12(d)(1) of
the Act without obtaining an exemptive order from the Commission. 4 These conditions,
described in more detail below, include requirements that constitute a new collection of
information. This collection of information is voluntary because rule 12d1-4 is an exemptive
rule and, therefore, funds may choose not to rely on the proposed rule.
Voting Provisions. Under rule 12d1-4, where a fund (“acquiring fund”) and its advisory
group (in the aggregate) hold more than 25% of the outstanding voting securities of another fund
(“acquired fund”) that is a registered open-end investment company or registered unit investment
trust (“UIT”), the acquiring fund will be required to vote those securities using mirror voting,
unless certain exceptions apply. 5 If the acquired fund is a closed-end fund, the acquiring fund
and its advisory group must vote its securities using mirror voting if they, in the aggregate, hold
more than 10% of the outstanding voting securities, unless certain exceptions apply. 6 This
requirement is necessary to address the potential for undue influence through voting power based
on the types of acquired fund.
Fund of Funds Investment Agreement. Unless the acquiring fund’s adviser acts as the
acquired fund’s investment adviser, rule 12d1-4 will require that the acquiring fund enter into an
agreement containing certain provisions with the acquired fund effective for the duration of the
funds’ reliance on the rule. Funds subject to this requirement must maintain a copy of these
agreements. This requirement is necessary to provide a method to hold the parties to the
4

See Adopting Release, supra footnote 1.

5

See rule 12d1-4(b)(1)(ii) and (iv). As described in the Adopting Release, in mirror voting, the acquiring
fund votes the shares it holds in the same proportion as the vote of all other holders. In circumstances
where acquiring funds are the only shareholders of an acquired fund, however, pass-through voting may be
used.

3
arrangement to the terms that led each fund’s investment adviser to agree to the arrangement in
the first place.
Management Companies -- Fund Findings. In cases where the acquiring fund is a
management company, 7 rule 12d1-4 will require, prior to the initial acquisition of an acquired
fund in reliance on the rule, the acquiring fund’s investment adviser to evaluate the complexity
of the structure and fees and expenses associated with the acquiring fund’s investment in the
acquired fund, and find that the acquiring fund’s fees and expenses do not duplicate the fees and
expenses of the acquired fund. These evaluations and findings are necessary in order to ensure
that the historical concerns that led to section 12(d)(1), specifically, regarding duplicative fees
and complexity of structure, are addressed.
In cases where the acquired fund is a management company, rule 12d1-4 will require,
prior to the initial acquisition of the acquired fund in reliance on the rule, the acquired fund’s
investment adviser to find that any undue influence concerns associated with the acquiring
fund’s investment in the acquired fund are reasonably addressed and, as part of this finding, the
investment adviser must consider at a minimum certain enumerated factors. These factors are
necessary to focus the analysis of an acquired fund’s adviser on potential ways to reduce the
threat of undue influence, including through redemptions, when an acquiring fund invests in the
acquired fund beyond the section 12(d)(1) limits under the rule.
The rule will further require that each investment adviser report its evaluation, finding,
and the basis for its evaluation or finding to the fund’s board of directors no later than the next
6

See rule 12d1-4(b)(1)(iii) and (iv).

7

“Management companies” are defined as an investment company other than a face amount
certificate company or UIT. 15 U.S.C. 80a-4.

4
regularly scheduled meeting of the board of directors. The rule also will require the acquiring
and acquired funds participating in fund of funds arrangements in accordance with the rule to
maintain and preserve a copy of each fund of funds investment agreement that is in effect, or was
in effect in the past five years, and a written record of the relevant Fund Findings (and the basis
for the Fund Findings) made under the rule. 8 These requirements are necessary to ensure that the
board is able to provide the additional layer of protection for acquiring and acquired funds and
their respective investors against the historical abuses section 12(d)(1) is designed to prevent.
They also help to ensure compliance with the rule’s requirements when utilizing it as an
exemption from section 12(d)(1).
UITs -- Principal Underwriter or Depositor Evaluations. The rule will require that, in
cases where the acquiring fund is a UIT, the UIT’s principal underwriter or depositor must
evaluate the complexity of the structure associated with the UIT’s investment in acquired funds,
and find that the UIT’s fees and expenses do not duplicate the fees and expenses of the acquired
funds that the UIT holds or will hold at the date of deposit. The UIT is also required to keep
records of the finding, and any basis for the finding. 9 This evaluation is necessary to ensure that
concerns regarding duplicative fees are addressed and also to help ensure compliance when
utilizing the rule.
Separate Accounts Funding Variable Insurance Contracts. Lastly, the rule will require
that, with respect to a separate account funding variable insurance contracts that invests in an
acquiring fund, the acquiring fund must obtain a certification from the insurance company
offering the separate account. The certification must state that the insurance company has
8

Rule 12d1-4(b)(2)(i) and (c).

5
determined that the fees and expenses borne by the separate account, acquiring fund, and
acquired fund, in the aggregate, are consistent with the standard set forth in section 26(f)(2)(A)
of the Act. The acquiring fund will be required to keep a record of this certification. 10 This
certification is necessary to ensure that concerns regarding duplicative fees are addressed and
also to help ensure compliance when utilizing the rule.
2.

Purpose and Use of the Information Collection

The purpose of the information collection requirement in rule 12d1-4 is to ensure both
that the concerns that led Congress to adopt section 12(d)(1) are mitigated and also to help
ensure compliance with the rule’s requirements when a fund is relying upon it as an exemption
from that section.
3.

Consideration Given to Information Technology

The information collected under the rule would not be submitted to the Commission. The
proposed rule does not stipulate any particular method for communicating or preserving the
information collected. The Electronic Signatures in Global and National Commerce Act 11 and
the conforming amendments to rules under the Investment Company Act permit funds to
maintain records electronically.
4.

Duplication

The Commission is not aware of any duplicate reporting or recordkeeping requirements
concerning proposed rule 12d1-4.
5.

Effects on Small Entities

9

Rule 12d1-4(b)(2)(ii) and (c).

10

Rule 12d1-4(b)(2)(iii) and (c).

11

P.L. 106-229, 114 Stat. 464 (June 30, 2000).

6
The Commission reviews all rules periodically, as required by the Regulatory Flexibility
Act (5 U.S.C. 601 et seq.), to identify methods to minimize recordkeeping or reporting
requirements affecting small businesses. The requirements of rule 12d1-4 do not distinguish
between small entities and larger entities. The burden on smaller entities may be greater than for
larger entities. This burden includes the cost of establishing and conducting a voting system in
accordance with the rule, negotiating and maintaining fund of fund investment agreements, and
establishing procedures for conducting the required evaluations, findings, and certifications. The
Commission believes, however, that imposing different requirements on smaller investment
companies would not be consistent with investor protection and the purposes of the registration
statements. Further, entities eligible to rely on rule 12d1-4 are required to comply with the
requirements of the rule only if they wish to rely on the rule’s exemptions.
6.

Consequences of Not Conducting Collection

Less frequent information collection would be incompatible with the objectives of rule
12d1-4. The requirements of the rule are necessary to ensure that the concerns in section
12(d)(1) are adequately addressed by funds relying on the rule’s exemptions.
7.

Inconsistencies With Guidelines in 5 CFR 1320.5(d)(2)

Not applicable.
8.

Consultations Outside the Agency

Before adopting proposed rule 12d1-4, the Commission solicited and evaluated public
comment on the collection of information requirement. Specifically, the public was given the
opportunity to comment on the Commission’s estimates for the burdens of rule 12d1-4 as
proposed. While comments were received from filers, investors and other market participants,

7
and were considered by the Commission as discussed in the Adopting Release, most of these did
not relate to the proposed burden estimates for rule 12d1-4. We received one comment on the
collection of information requirements, 12 who suggested that the proposed estimated burdens did
not adequately account for both legal and accounting personnel needing to be involved with the
finding requirement as proposed. In response to this comment, and changes made to the rule as
adopted as influenced by other comments, the Commission made the following adjustments:
•

Voting Provisions. This estimate is as proposed, except that we (1) lowered the
relative amount of funds that are expected to use pass-through voting given the
changes to that requirement, (2) lowered the amount of funds estimated to be
subject to these provisions due to the raised threshold of when pass-through or
mirror voting will be required and (3) also lowered the expected number of votes
per year based upon updated analysis. 13

•

Management Companies -- Fund Findings. We have made some changes to the
estimate from the proposal based upon changes to the rule as adopted. 14 We
increased the number of funds responding to this collection since the final rule
will require both the acquiring and acquired funds to make certain findings under
the rule. We have also increased our estimated burdens regarding initial hour and

12

See Comment Letter of Guggenheim Investments (May 2, 2019).

13

The 2018 proposal of this rule contemplated that 809 funds would be subject to this requirement
based upon a 3% threshold, rather than the 25% and 10% threshold we are adopting. See Fund of
Funds Arrangements, Investment Company Act Release No. 10590 (Dec. 19, 2018) [84 FR 1286
(Feb 1, 2019)] (“2018 FOF Proposing Release”) at n.349 and accompanying text. See also
Adopting Release, supra footnote 1, at nn.735 and 621 and nn.569 through 570 and
accompanying text (outlining updated voting analysis).

14

See 2018 FOF Proposing Release, supra footnote 13, at nn.365-369 and accompanying text.

8
cost burdens due to the increased amount of factors that advisers would need to
consider as part of this collection. In response to a commenter, 15 we adjusted our
estimates regarding the hours and wage rates to conduct evaluations and the
creation, review, and maintenance of written materials. Lastly, we reduced the
estimates regarding annual hour burdens, and eliminated the estimate of external
annual costs, due to the elimination of the requirement to conduct on-going
evaluations.
•

UITs -- Principal Underwriter or Depositor Evaluations. We decreased the total
number of respondents to this item based upon updated analysis as described
above. Also, in response to a commenter, 16 we adjusted our estimates regarding
the hours and wage rates to conduct evaluations and the creation, review, and
maintenance of written materials. 17

•

Separate Accounts Funding Variable Insurance Contracts. We decreased the
total number of respondents to this item based upon updated analysis as described
above. Also, we increased the proposed internal hour burden and time costs to
account for likely attorney and compliance review of the required certification. 18

In addition, the Commission and staff of the Division of Investment Management
participate in an ongoing dialogue with representatives of the investment company industry
15

See supra footnote 12 and accompanying text.

16

Id.

17

See 2018 FOF Proposing Release, supra footnote 13, at nn.373-377 and accompanying text.

18

See 2018 FOF Proposing Release, supra footnote 13, at nn.373-377 and accompanying text. The
rule will not subject an insurance company to a collection of information as section 26(f)(2)(A) of
the Act already requires insurance companies to collect this information.

9
through public conferences, meetings, and informal exchanges. These various forums provide
the Commission and staff with a means of ascertaining and acting upon paperwork burdens that
may confront the industry.
9.

Payment or Gift

Not applicable.
10.

Confidentiality

Not applicable.
11.

Sensitive Questions

Not applicable.
12.

Burden of Information Collection

The following estimates of average burden hours and costs are made solely for purposes
of the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.) and are not derived from a
comprehensive or even representative survey or study of the cost of Commission rules and
forms.
The tables below summarizes the estimated burdens associated with each element of the
collection of information from the proposal and the overall final PRA estimates for internal and
external burdens associated with rule 12d1-4. 19
Table 1: Voting Provisions PRA Estimates

19

The Commission’s estimates of the relevant wage rates in the tables below are based on salary information
for the securities industry compiled by the Securities Industry and Financial Markets Association’s Office
Salaries in the Securities Industry 2013. The estimated wage figures are modified 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, overhead, and adjusted to account for the effects of inflation. See Securities Industry
and Financial Markets Association, Report on Management & Professional Earnings in the Securities
Industry 2013 (“SIFMA Report”) for the source of salary data.

10
Internal Hour
Burden1

Wage Rate2

Internal Time Costs

Annual External
Cost Burden

PROPOSED ESTIMA TES FOR MIRROR VOTIN G
Update proxy voting
policies and disclosures

3 hours

Evaluate other votes and
vote accordingly
(per vote
x 3.6 votes)

3 hours
× 3.6
10.8 hours

×

$392
(in-house attorney)

×

$392
(in-house attorney)

$1,176

--

$1,176
× 3.6
$4,233.60

$400
× 3.6
$1,440

Total burden per fund

13.8 hours

$5,409.60

$1,440

Total number of affected
funds

× 793

× 793

× 793

Total proposed burden for
mirror voting

10,943.4 hours

$4,289,812.80

$1,141,920

PROPOSED ESTIMA TES FOR PASS-THROUGH VOTIN G
Update proxy voting
policies and disclosures

3 hours

×

$392
(in-house attorney)

×

$392
(in-house attorney)

$1,176

--

$11,760
× 3.6
$42,336.00

$4,000
× 3.6
$14,400

Communicate with
shareholders and vote
accordingly
(per vote
x 3.6 votes)

30 hours
× 3.6
108 hours

Total burden per fund

111 hours

$43,512

$14,400

Total number of affected
funds

× 16

× 16

× 16

Total proposed burden for
pass-through voting

1,776 hours

$696,192

$230,400

FINA L ESTIMA TES FOR MIRROR-VOTIN G
Update proxy voting
policies and disclosures

3 hours

Conduct voting procedure
(per vote
x 1 vote)

3 hours
×1
3 hours

×

$419
(in-house attorney)

×

$419
(in-house attorney)

$1,257

--

$1,257
×1
$1,257

$400
×1
$400

Total burden per fund

6 hours

$2,514

$400

Total number of affected
funds

× 440

× 440

× 440

Total final burden for
mirror voting

2,640 hours

$1,106,160

$176,000

FINA L ESTIMA TES FOR PA SS-THROUGH VOTIN G
Update proxy voting
policies and disclosures

3 hours

Communicate with
shareholders and vote
accordingly
(per vote
x 1 vote)

30 hours
×1
30 hours

×

$419
(in-house attorney)

×

$419
(in-house attorney)

$1,257

--

$12,570
×1
$12,570

$4,000
×1
$4,000

Total burden per fund

33 hours

$12,570

$4,000

Total number of affected
funds

× 10

× 10

× 10

Total final burden for passthrough voting

330 hours

$125,700

$40,000

11
TOTA L ESTIMA TED BURDENS FOR VOTIN G PROVISIONS
Proposed burden
estimates

12,719.4 hours

Proposed total
respondents

809

Revised burden estimates

2,970 hours

Proposed total
respondents3

450

$4,986,004.80

$1,372,320

$1,231,860

$216,000

Notes:
1. Includes initial burden estimates annualized over a three-year period.
2. See SIFMA Report, supra footnote 19.
3. See Adopting Release, supra footnote 1, at n.735.

Table 2: Fund of Funds Investment Agreements PRA Estimates
Internal Hour
Burden1

Wage Rate2

Annual External
Cost Burden

Internal Time Costs

ESTIMATES FOR FUN D OF FUN DS IN VESTMENT A GREEMEN TS
Negotiating and
memorializing agreement

Establishing recordkeeping
policies and procedures

20 hours

×

$444.33 (blended rate
for in-house attorney,
deputy general
counsel, and
compliance manager)3

3 hours

×

$63
(general clerk)

$189

3 hours

×

$96 (senior computer
operator)

$288

6 hours

×

$63
(general clerk)

$378

6 hours

×

$96 (senior computer
operator)

$576

Recordkeeping

$8,886.6

$978

$1,800

--

Total burden per fund

38 hours

$10,317.6

$2,778

Total number of affected
funds4

× 9,240

× 9,240

× 9,240

Total burden

351,120 hours

$95,334,624

$25,668,720

Notes:
1. Includes initial burden estimates annualized over a three-year period.
2. See SIFMA Report, supra footnote 19.
3. The $444.33 wage rate reflects current estimates of the blended hourly rate for an in-house attorney ($419), deputy general counsel ($602) and
compliance manager ($312). $444.33 is based on the following calculation: ($419+$602+$312) / 3 = $444.33.
4. See Adopting Release, supra footnote 1, at n.738.

Table 3: Management Company Findings PRA Estimates
Initial
Internal
Burden
Hours

Annual
Internal
Hour
Burden

Wage Rate1

Internal
Time
Costs

Initial External
Cost Burden

Annual External
Cost Burden

$7,392

$17,610

$5,870

PROPOSED ESTIMA TES
Conduct
evaluations and

15 hours

+

6 hours

×

$352
(compliance attorney)

12
creation, review,
and maintenance
of written materials

10 hours

×

$317
(senior portfolio
manager)

$3,170

5 hours

×

$511
(chief compliance
officer)

$2,555

5 hours

×

$61
(general clerk)

$305

5 hours

×

$94
(senior computer
operator)

$470

Total burden per
fund

30 hours

10
hours

$13,892

$17,610

$11,740

Total number of
affected funds

× 3,373

× 3,373

× 3,373

× 3,373

× 3,373

Total proposed
burden

101,190
hours

33,730
hours

$46,857,
716

$59,398,530

$39,599,020

×

$293
(blended rate for
compliance attorney
and senior
accountant)2

$8,204

$35,220

$0

10 hours

×

$332
(senior portfolio
manager)

$3,320

5 hours

×

$535
(chief compliance
officer)

$2,675

5 hours

×

$63
(general clerk)

$315

5 hours

×

$96
(senior computer
operator)

$480

FINA L ESTIMA TES

20 hours

Conduct
evaluations and
creation, review,
and maintenance
of written materials

+

8 hours

Total burden per
fund

35 hours

13
hours

$14,994

$35,220

$0

Total number of
affected funds

× 6,178

× 6,178

× 6,178

× 6,178

× 6,178

Total final burden

216,230
hours

80,314
hours

$92,632,
932

$217,589,16
0

$0

TOTA L ESTIMA TED BURDENS FOR FUN D FINDIN GS
Proposed burden
estimates

101,190
hours

Proposed total
respondents

3,373

Revised burden
estimates

216,230
hours

Revised total
respondents3

6,178

33,730
hours

$46,857,
716

$59,398,530

$39,599,020

80,314
hours

$92,632,
932

$217,589,16
0

$0

Notes:
1. See SIFMA Report, supra footnote 19.
2. The $293 wage rate reflects current estimates of the blended hourly rate for a compliance attorney ($368) and senior accountant

13
($218). $293 is based on the following calculation: ($368+$218) / 2 = $293.
3. See Adopting Release, supra footnote 1, at n.740.

Table 4: UIT Evaluation PRA Estimates
Initial
Internal
Burden
Hours

Annual
Internal
Hour
Burden

Wage Rate1

Internal Time
Costs

Initial
External
Cost Burden

Annual External
Cost Burden

$2,400

--

--

PROPOSED ESTIMA TES

Conduct
evaluations and
creation, review,
and maintenance
of written materials

15 hours

×

$352
(compliance
attorney)

$5,280

10 hours

×

$317
(senior portfolio
manager)

$3,170

5 hours

×

$511
(chief compliance
officer)

$2,555

2.5
hours

×

$61
(general clerk)

$152.50

2.5
hours

×

$94
(senior computer
operator)

$235

Total burden per
fund

30 hours

5 hours

$11,392.50

$2,400

Total number of
affected funds

× 306

× 306

× 306

× 306

Total proposed
burden

9,180
hours

1530
hours

$3,486,105

$734,400

--

$5,860

$2,400

$0

$0

FINA L ESTIMA TES

Conduct
evaluations and
creation, review,
and maintenance
of written materials

20 hours

×

$293
(blended rate for
compliance attorney
and senior
accountant)2

10 hours

×

$332
(senior portfolio
manager)

$3,320

5 hours

×

$535
(chief compliance
officer)

$2,675

2.5
hours

×

$63
(general clerk)

$157.50

2.5
hours

×

$96
(senior computer
operator)

$240

Total burden per
fund

35 hours

5 hours

$12,252.50

$2,400

Total number of
affected funds

× 200

× 200

× 200

× 200

Total final burden

7,000
hours

1,000
hours

$2,450,500

$480,000

--

14
TOTA L ESTIMA TED BURDEN S FOR UIT EVA LUATION S
Proposed burden
estimates

9,180
hours

Proposed total
respondents

306

Revised burden
estimates

7,000
hours

Revised total
respondents3

200

1,530
hours

$3,486,105

$734,400

$

1,000
hours

$2,450,500

$480,000

$

Notes:
1. See SIFMA Report, supra footnote 19.
2. The $293 wage rate reflects current estimates of the blended hourly rate for a compliance attorney ($368) and senior accountant
($218). $293 is based on the following calculation: ($368+$218) / 2 = $293.
3. See Adopting Release, supra footnote 1, at n.744.

Table 5: Separate Account Certification PRA Estimates
Internal Hour Burden1

Wage Rate2

Internal Time
Costs

Annual External Cost
Burden

--

PROPOSED ESTIMA TES
Obtain certificates and
maintain records
Total burden per fund

1 hour

×

$61
(general clerk)

$61

1 hour

×

$94
(senior computer operator)

$94

2 hours

$155

Total number of affected funds

× 663

× 663

Total proposed burden

1,326 hours

$102,765

---

FINA L ESTIMA TES

Obtain certificates and
maintain records

1 hour

×

$419 (in-house attorney)

$419

1 hour

×

$71 (compliance clerk)

$71

1 hour

×

$63
(general clerk)

$63

1 hour

×

$96
(senior computer operator)

$96

Total burden per fund

4 hours

$649

Total number of affected funds

× 191

× 191

Total final burden

764 hours

$123,959

--

--

--

TOTA L ESTIMA TED BURDEN S FOR SEPA RA TE A CCOUN T CERTIFICA TION
Proposed burden estimates

1,326 hours

Proposed total respondents

663

Revised burden estimates

764 hours

Revised total

respondents3

191

Notes:
1. Includes initial burden estimates annualized over a three-year period.
2. See SIFMA Report, supra footnote 19.
3. See Adopting Release, supra footnote 1, at n.748.

$102,765

--

$123,959

--

15

Table 6: Rule 12d1-4 Total PRA Estimates
Internal
hour burden

Internal
burden time cost

External
cost burden

Voting Provisions

2,970 hours

$1,231,860

$216,000

Fund of Funds Investment Agreements

351,120 hours

$95,334,624

$25,668,720

Management Company Findings

216,230 hours

$92,632,932

$217,589,160

UIT Evaluations

7,000 hours

$2,450,500

$480,000

Separate Account Certificates

764 hours

$123,959

$0

Total annual burden

578,084

$191,773,875

$243,953,880

Number of funds

÷ 16,259

÷ 16,259

÷ 16,259

Average annual burden per fund

35.55 hours

$11,794.94

$15,004.24

13.

Cost to Respondents

Cost burden is the cost of goods and services purchased to collect the information
required under rule 12d1-4. The cost burden does not include the hour burden discussed in Item
12 above. As outlined in the table above, we estimate the total external cost burden to comply
with rule 12d1-4 to be $243,953,880.
14.

Cost to the Federal Government

The proposed rule would not entail any costs on the federal government.
15.

Changes in Burden

Not applicable. This is the first request for approval of a collection of information for
this proposed rule.
16.

Information Collection Planned for Statistical Purposes

Not applicable.

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17.

Approval to Omit OMB Expiration Date

Not applicable.
18.

Exceptions to Certification Statement for Paperwork Reduction Act

Submission
Not applicable.
B.

COLLECTION OF INFORMATION EMPLOYING STATISTICAL METHODS
Not applicable.