incur average costs in connection with the proposed amendments to Form
ADV of approximately $750,\111\ for a total aggregate cost of
$8,700,000.\112\
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    \111\ We estimate that each adviser will spend, on average, 2
hours to complete the proposed questions regarding separately
managed accounts. We further estimate that the proposed amendments
to Part 1A that request other additional information would take each
adviser, on average, 1 hour to complete. As a result, we estimate a
three hour increase in the total average time burden related to the
proposed amendments to Form ADV. We expect that the performance of
this function would most likely be equally allocated between a
senior compliance examiner and a compliance manager. Data from the
Securities Industry Financial Markets Association's Management &
Professional Earnings in the Securities Industry 2013 (``SIFMA
Management and Professional Earnings Report''), modified to account
for an 1,800-hour work-year and multiplied by 5.35 to account for
bonuses, firm size, employee benefits and overhead, suggest that
costs for a senior compliance examiner and a compliance manager are
$217 and $283 per hour, respectively. [1.5 hours x $217 = $325.5] +
[1.5 hours x $283 = $424.5] = $750.
    \112\ 11,600 advisers x $750 = $8,700,000.
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    The proposed amendments regarding the reporting of information
about

separately managed accounts may have a limited impact on competition
between advisers that manage a significant number of separately managed
accounts and those that manage a small number of such accounts. If
disclosure of aggregate information about separately managed accounts
resulted in public disclosure of sensitive information about a small
number of clients' derivative exposures because an adviser has only one
or a very small number of separately managed account clients, then that
adviser could be competitively disadvantaged compared with an adviser
with numerous separately managed account clients because of concerns
that the public disclosure of derivatives exposures would indirectly
reveal sensitive information about a particular separately managed
account client. We believe that this possible concern is mitigated by
the fact that the proposed item does not require the disclosure or
reporting of positions or specific exposures or of client identities.
    Regarding the proposed amendments to Form ADV that would codify
umbrella registration, we estimate that each adviser that files
Schedule R would incur average costs of approximately $250,\113\ for a
total aggregate cost of $187,500.\114\ We do not believe the proposed
amendments to provide for umbrella registration would impose
significant costs on investment advisers because advisers currently
relying on the 2012 ABA Letter are already reporting much of the
information that would be reported on proposed Schedule R. The
additional information that would be reported for relying advisers on
Schedule R, such as basis for SEC registration and form of
organization, should be readily available to filing advisers.
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    \113\ We estimate that for purposes of the PRA, the filing
adviser would spend on average 1 hour completing the proposed
Schedule R on behalf of its relying advisers. We expect that the
performance of this function would most likely be equally allocated
between a senior compliance examiner and a compliance manager. Data
from the SIFMA Management and Professional Earnings Report, modified
to account for an 1,800- hour work-year and multiplied by 5.35 to
account for bonuses, firm size, employee benefits and overhead,
suggest that costs for a senior compliance examiner and a compliance
manager are $217 and $283 per hour, respectively. [.5 hours x $217 =
$108.5] + [.5 hours x $283 = $141.5] = $250.
    \114\ 750 advisers x $250 = $187,500.
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    We do not believe that the proposed clarifying, technical and other
amendments to Form ADV would result in any additional costs for
investment advisers and could result in some cost savings to the extent
that advisers have fewer questions to research when completing the
form. We have identified provisions of Form ADV that have caused
confusion among filers in the past or that have resulted in
inconsistent or unreliable information. Discussed above, the proposed
clarifications and revisions to the questions and instructions of Form
ADV would increase the efficiency of investment advisers to disclose
information, and our ability to oversee investment advisers. We do not
anticipate that the proposed clarifying, technical and other amendments
would have a significant impact on competition or capital formation
because they do not directly relate to investors' ability to
differentiate among investment advisers or the amount of capital that
investors allocate to investments or their ability to efficiently
allocate capital across securities.
    We do not believe the proposed amendments to Form ADV would
increase costs for exempt reporting advisers. Exempt reporting advisers
are required to complete only a limited number of items in Part 1A of
Form ADV (consisting of Items 1, 2.B., 3, 6, 7, 10, 11 and
corresponding schedules) and would not be eligible to file proposed
Schedule R. We are proposing limited amendments to the items that
exempt reporting advisers are required to complete, including the
proposed amendments to Item 1 regarding the use of social media and the
reporting of information on up to 25 offices. Of the approximately
2,914 exempt reporting advisers that file information with us on Form
ADV, approximately 17 reported that they had five or more other
offices. Therefore, there would be a minimal increase in costs for
these advisers to report this information.
4. Alternatives
    Alternatives to the proposed amendments to Form ADV include the
disclosure of different additional information from investment
advisers. For example, with respect to separately managed accounts, we
could have proposed requiring information as of each quarter, proposed
other reporting thresholds to differentiate smaller and larger amounts
of regulatory assets under management, or proposed narrower asset
categories. Other examples include additional information describing an
adviser's use of social media platforms, and additional information
about the size and operations of offices.
    When determining the specific proposed amendments to Form ADV for
purposes of this proposal, we considered what information would be
important for our oversight activities and for advisory clients and
prospective clients, and the costs to investment advisers to provide
this information. Additional information could improve our ability to
oversee investment advisers and protect advisory clients and potential
advisory clients, and increase clients' ability to make more informed
decisions about the selection and retention of investment advisers.
However, we currently believe the one-time and ongoing reporting costs
for investment advisers to provide this information in addition to what
we have proposed could be significant when compared to its potential
benefits. Another alternative to the proposed amendments to Form ADV
would be for us not to require investment advisers to report additional
information but instead for us to undertake targeted examinations of
investment advisers. We believe it is more efficient to compile
information about advisers that can then be utilized to identify
specific advisers for examination. An absence of information about
advisers would reduce our ability to identify industry trends and
assess risks.

C. Proposed Amendments to Investment Advisers Act Rules

    As discussed above, we are proposing amendments to the Advisers Act
books and records rule, and technical amendments to several other rules
to remove transition provisions where the transition process is
complete. The discussion below focuses on the proposed amendments to
the Advisers Act books and records rule, because the technical
amendments are clarifying or ministerial in nature and therefore should
have little, if any, economic effects.
    The proposed amendments to rule 204-2 would require investment
advisers to maintain records supporting performance claims in
communications that are distributed or circulated to any person.
Advisers also would be required to maintain originals of all written
communications received and copies of all written communications sent
relating to the performance or rate of return of any or all managed
accounts or securities recommendations. The proposal would require
investment advisers to maintain records that they have already created,
rather than create new records. We believe that most investment
advisers currently maintain the information proposed to be required
under the rule, as part of their compliance with the Advisers Act
advertising rule (rule 206(4)-1) or as a result of their implementation
of recordkeeping controls to comply with the current requirements of
rule 204-2. Under the proposed amendments, each

respondent would be required to retain records in the same manner and
for the same period of time as currently required under rule 204-2.
1. Economic Baseline and Affected Market Participants
    As noted above, the investment adviser regulatory regime currently
in effect serves as the economic baseline against which the costs and
benefits, as well as the impact on efficiency, competition, and capital
formation, of the proposed amendments to the Advisers Act books and
records rule (rule 204-2). The parties that would be directly affected
by the proposed amendments to rules under the Advisers Act include:
Investment advisers registered with the Commission; the Commission; and
current and future investment advisory clients. As discussed above,
approximately 11,600 investment advisers are currently registered with
the Commission.
2. Benefits
    The proposed amendments to the Advisers Act books and records rule
(rule 204-2) would benefit the clients and prospective clients of
investment advisers by improving our ability to oversee investment
advisers and making available to our examination staff all records
necessary to evaluate performance information.
    The proposed amendments to the books and records rule would provide
our enforcement and examination staff with additional information to
review an adviser's compliance with the Advisers Act advertising rule,
rule 206(4)-1, regardless of the number of clients or prospective
clients that receive performance communications. The increased
efficiency in examining and enforcing the rule may increase investor
protection by increasing the disincentive for misleading or fraudulent
communications, which may reduce the incidence of fraud. In addition,
investors may benefit from the proposed amendments to the books and
records rule as these records would assist us in enforcing rule 206(4)-
1 against, for example, fraudulent performance advertising.
    To the extent that the proposed amendments to the rule reduce
misleading or fraudulent communications, the competitive position of
investment advisers could be improved because clients and potential
clients would receive more accurate information regarding an adviser's
performance and thus would be better able to differentiate advisers
based on skill. In addition, to the extent that the proposed amendments
to the rule improve the ability of clients and potential clients to
differentiate advisers based on skill, potential clients may be more
likely to obtain investment advice from an investment adviser, which
would increase the ability of investment advisers to compete for
investor capital. The proposed amendments could improve the ability of
investors to better or more efficiently allocate capital across
investments to the extent that the current allocation of capital is
based on misleading or fraudulent information, which in turn could
promote capital formation.
3. Costs
    We estimate that for purposes of the PRA, advisers would incur an
aggregate cost of approximately $324,800 per year for the total hours
advisory personnel would spend in complying with the proposed
recordkeeping requirements.\115\ A possible non-quantifiable cost as a
result of the proposed recordkeeping requirements would be discouraging
advisers from creating and communicating custom performance information
to individual clients, who would then lose the benefit of having that
information available to them. Although we believe that such a response
to the rule would be unlikely, a decrease in communications could
reduce the ability of clients and potential clients to compare advisers
and potentially decrease competition.
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    \115\ We estimate that for purposes of the PRA, the proposed
amendments to rule 204-2 would increase the burden by 0.5 hours per
adviser annually. We expect that the function of recording and
maintaining records of performance information and communications
would be performed by a combination of compliance clerks and general
clerks at a cost of $64 per hour and $53 per hour, respectively. We
anticipate that compliance clerks will perform an estimated 0.1
hours of this work and clerical staff will perform the remaining 0.4
hours. Therefore the total cost per adviser would be (0.1 hours x
$64 per hour = $6.4) + (0.4 hour x $53 = $21.2) = approximately $28
for a total cost of $324,800 (11,600 advisers x $28).
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    Included in this cost estimate is our expectation that these costs
would vary among firms, depending on a number of factors, including the
degree to which advisers already maintain correspondence, performance
information, and the inputs and worksheets used to generate performance
information. Compliance costs also would vary depending on the degree
to which performance figure determination and the recordkeeping process
is automated, and the amount of updating to the adviser's recordkeeping
policy that would be required.
4. Alternatives
    An alternative to the proposed amendments to rule 204-2 would be to
not propose the amendments. The proposed amendments are designed to
address a potential recordkeeping gap that could limit our ability to
examine and oversee advisers and ultimately protect investors. The
proposed amendment to require maintenance of the performance
calculations and communications regardless of the number of clients or
potential clients that receive the information would address this
issue. An alternative that would require maintenance of records
supporting performance claims in communications that are distributed or
circulated to less than the current threshold of ten persons could
reduce our ability to examine and oversee advisers. We believe that the
limited costs of these amendments are appropriate given its benefits.

D. Request for Comment

    We request comment on our estimates and assumptions regarding the
costs and benefits of the proposed amendments to Form ADV and certain
rules under the Investment Advisers Act. Commenters are requested to
provide empirical data to support their views. In addition to our
general request for comment on the costs and benefits of the proposed
amendments, we request the following specific comment on certain
aspects of our economic analysis.
     To what extent would clients and prospective clients use
information reported in Form ADV to select or retain investment
advisers? Are there other benefits to clients and prospective clients
or to other interested parties not outlined above?
     To what extent would advisers benefit from incorporation
of umbrella registration into Form ADV?
     Do commenters expect that advisers would incur costs in
addition to, or that differ from, the costs we outlined above? In
particular, do commenters expect that advisers would incur costs
different from the costs we outline above with respect to the
collection or retention of additional information?
     What are the benefits and costs of the proposed reporting
thresholds for separately managed account information? Are there other
thresholds that would increase benefits and be just as costly or
provide similar benefits and be more cost effective? Please explain.
     Would any of the effects of these proposed amendments be
large enough to affect the behavior of investment advisers or their
clients? For instance, would the public disclosure of aggregate
separately managed account information raise confidentiality concerns,
and would disclosure impact a client's

selection of an investment adviser? Please explain.

IV. Paperwork Reduction Act Analysis

    Certain provisions of our proposal contain ``collection of
information'' requirements within the meaning of the Paperwork
Reduction Act of 1995 (``PRA''),\116\ and we are submitting the
proposed collections of information to the Office of Management and
Budget (``OMB'') for review in accordance with 44 U.S.C. 3507 and 5 CFR
1320.11. The titles for the collections of information we are proposing
to amend are: (i) ``Form ADV;'' and (ii) ``Rule 204-2 under the
Investment Advisers Act of 1940.'' 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 OMB control number.
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    \116\ 44 U.S.C. 3501-3520.
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A. Form ADV

    Form ADV (OMB Control No. 3235-0049) is the two-part investment
adviser registration form. Part 1 of Form ADV contains information used
primarily by Commission staff, and Part 2 is the client brochure. We
are not proposing changes to Part 2 at this time. We use the
information to determine eligibility for registration with us and to
manage our regulatory and examination programs. Clients use certain of
the information to determine whether to hire or retain an adviser. The
collection of information is necessary to provide advisory clients,
prospective clients, and the Commission with information about the
adviser and its business, conflicts of interest and personnel. Rule
203-1 under the Advisers Act requires every person applying for
investment adviser registration with the Commission to file Form ADV.
Rule 204-4 under the Advisers Act requires certain investment advisers
exempt from registration with the Commission (``exempt reporting
advisers'') to file reports with the Commission by completing a limited
number of items on Form ADV. Rule 204-1 under the Advisers Act requires
each registered and exempt reporting adviser to file amendments to Form
ADV at least annually, and requires advisers to submit electronic
filings through the IARD. The paperwork burdens associated with rules
203-1, 204-1, and 204-4 are included in the approved annual burden
associated with Form ADV and thus do not entail separate collections of
information.
    These collections of information are found at 17 CFR 275.203-1,
275.204-1, 275.204-4 and 275.279.1 and are mandatory. Responses are not
kept confidential. The respondents are investment advisers registered
with the Commission or applying for registration with the Commission
and exempt reporting advisers. Based on IARD system data as of April
2015, approximately 11,600 investment advisers are registered with the
Commission, and 2,914 exempt reporting advisers file reports with the
Commission.
    The currently approved total annual burden estimate for all
advisers of completing, amending and filing Form ADV (Part 1 and Part
2) with the Commission is 154,402 hours. This burden is based on an
average total hour burden of 40.74 hours per Commission-registered
adviser for the first year that an adviser completes Form ADV but
excluding private fund reporting.\117\
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    \117\ The currently approved one-time initial cost burden for
outside legal and compliance consulting fees in connection with
initial preparation of Part 2 of Form ADV is $3,600,000. We are not
proposing any amendments to Part 2 of Form ADV and therefore we are
not modifying this estimate.
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    As discussed above, we are proposing amendments to Form ADV that
are designed to provide additional information about investment
advisers and their clients, including clients in separately managed
accounts, provide for umbrella registration for private fund advisers
and clarify and address technical and other issues in certain Form ADV
items and instructions. The amendments we are proposing would increase
the information requested in Part 1A of Form ADV, and we expect that
this would correspondingly increase the average burden to an adviser
filing Form ADV.
    We discuss below, in three subsections, the estimated revised
collection of information requirements for Form ADV: First, we provide
estimates for the revised and new burdens resulting from the proposed
amendments to Part 1A; second, we determine how those estimates will be
reflected in the annual burden attributable to Form ADV; and third, we
calculate the total revised burdens associated with Form ADV.
1. Changes in Average Burden Estimates and New Burden Estimates
    As a result of the differing burdens on advisers to complete Form
ADV, we have divided the effect of the proposed amendments to the form
into three subsections; first we address the change to the collection
of information for registered advisers as a result of our proposed
amendments to Part 1A of Form ADV excluding those changes related to
private funds; second, we discuss the proposed amendments to Form ADV
related to registered advisers to private funds, including the proposed
amendments to Section 7.B. of Schedule D and the proposed new Schedule
R that would implement umbrella registration; and third, we address the
proposed amendments to Form ADV affecting exempt reporting advisers.
a. Estimated Change in Burden Related to Part 1A Proposed Amendments
(Not Including Private Fund Reporting)
    We are proposing amendments to Part 1A, some of which are merely
technical changes or very simple in nature, and others that would
require more time for an adviser to prepare a response. The paperwork
burdens of filing an amended Form ADV, Part 1A would vary among
advisers, depending on factors such as the size of the adviser, the
complexity of its operations, and the number or extent of its
affiliations. Advisers should have ready access to all the information
necessary to respond to the proposed items in their normal course of
operations because, among other things, they likely maintain and use
the proposed requested information in connection with managing client
assets. We anticipate that the responses to many of the questions would
be unlikely to change from year to year, which would minimize the
ongoing reporting burden associated with these questions.
i. Proposed Amendments Related to Reporting of Separately Managed
Account Information
    The proposed amendments to Part 1A, Items 5.K.(1), 5.K.(2), 5.K.(3)
and 5.K.(4) and Schedule D, Sections 5.K.(1), 5.K.(2) and 5.K.(3) are
designed to collect information about the separately managed accounts
managed by advisers. Those proposed amendments would enhance existing
information we receive and permit us to conduct more robust risk
monitoring with respect to advisers of separately managed accounts. As
discussed above, the information collected about separately managed
accounts would include regulatory assets under management reported by
asset type, borrowings and derivatives information, and the identity of
custodians that account for at least ten percent of separately managed
account regulatory assets under management. We believe much of this
information is readily available to advisers to separately managed
accounts because, among other things, they may maintain and use this or
similar information for operational reasons (e.g., trading systems) and
for customary account

reporting to clients in separately managed accounts.
    Although we understand that much of the proposed information is
readily available to advisers to separately managed accounts, we expect
that these amendments could subject advisers, particularly those that
advise a large number of separately managed accounts and engage in
borrowings and derivatives transactions on behalf of separately managed
accounts, to an increased paperwork burden. For this and other reasons,
as we explained above, we propose to minimize the burden on advisers
with a smaller amount of separately managed account assets under
management by proposing to require advisers with regulatory assets
under management attributable to separately managed accounts of at
least $150 million but less than $10 billion to report borrowings and
derivatives information as of the date the adviser calculates its
regulatory assets under management for purposes of its annual updating
amendment, while those advisers with regulatory assets under management
attributable to separately managed accounts of at least $10 billion
would report information as of that date and six months before that
date.
    Considering the proposed changes in Part 1A, Items 5.K.(1),
5.K.(2), 5.K.(3) and 5.K.(4) and Schedule D, Sections 5.K.(1), 5.K.(2)
and 5.K.(3) as well as our efforts to mitigate the reporting burden to
advisers that manage a smaller amount of separately managed account
regulatory assets under management, we estimate that each adviser will
spend, on average, 2 hours to complete the questions regarding
separately managed accounts in the first year a new or existing
investment adviser completes these questions.\118\
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    \118\ Based on IARD data, as of April 1, 2015, approximately
8,500 registered investment advisers, or approximately 73% of all
investment advisers registered with us, reported assets under
management from clients other than registered investment companies,
business development companies and pooled investment vehicles,
indicating that they have assets under management attributable to
separately managed accounts. Of those approximately 8,500 advisers,
we estimate approximately 535 (approximately 6.3%) reported at least
$10 billion in regulatory assets under management from separately
managed account clients.
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ii. Other Additional Information Regarding Investment Advisers
    We are proposing to add several new questions and amend existing
questions on Form ADV regarding identifying information, an adviser's
advisory business, and affiliations. The proposed questions primarily
refine or expand existing questions or request information we believe
that advisers already have for compliance purposes. For example, we
propose to require each adviser to provide Central Index Key (CIK)
numbers if it has one or more such numbers and to provide identifying
information for social media platforms that it uses. Other proposed
questions would require advisers to provide readily available or easily
accessible information, such as the proposed amendment to Part IA, Item
1.O. that would require advisers to report their assets within ranges.
However, some of the proposed questions may take longer for advisers to
complete, such as the proposed amendments to Schedule D, Section 1.F
that would require information about an adviser's 25 largest offices
other than its principal office and place of business. While this
information is readily available to an adviser because it should be
aware of its offices, a clerk would be required to manually enter
expanded information about the adviser's offices in the first year the
adviser responds to the proposed item and then make updates in
subsequent years.
    We are proposing a number of amendments to Item 5 in addition to
the questions relating to separately managed accounts discussed above.
Like other new or revised items, we believe several of these new Item 5
questions would merely require advisers to provide readily available or
easily accessible information, such as the number of clients and
regulatory assets under management attributable to each category of
clients during the last fiscal year. Advisers currently provide this
information in ranges, and therefore likely already have available to
them the more precise numbers to report. In addition, information such
as whether the adviser uses different assets under management numbers
in Part 1A vs. Part 2A of Form ADV should be readily available. Other
proposed items would likely present greater burdens for some advisers
but not others, depending on the nature and complexity of their
businesses. For instance, the burden associated with the proposed
disclosure regarding wrap fee programs or non-U.S. clients would depend
on whether and to what extent an adviser allocates client assets to
wrap fee programs or the extent to which the adviser has non-U.S.
clients.
    We estimate that these proposed amendments to Part 1A of Form ADV
and Schedule D would take each adviser approximately 1 hour, on
average, to complete in the first year a new or existing adviser
responds to these proposed questions. We have arrived at this estimate,
in part, by comparing the relative complexity and availability of the
information required by the proposed amended items to the current form
and its approved burden, and by considering the advisers affected by
the proposed amendments.
iii. Proposed Clarifying, Technical and Other Amendments
    We are proposing several further amendments to Form ADV that are
designed to clarify the Form and its instructions and address technical
issues. These proposed changes primarily refine existing questions,
such as deleting the phrase ``newly formed adviser'' from Part IA, Item
2.A.(9) because of questions from filers about whether that phrase
refers to only newly formed corporate entities, and the proposed
amendments to Part IA, Item 8.B.(2) to clarify that the question
applies to any related person who recommends the adviser to advisory
clients or acts as a purchaser representative. Because these proposed
changes do not change the scope or amount of information required to be
reported on Form ADV, we do not believe that these proposed clarifying,
technical and other amendments to Part 1A of Form ADV would increase or
decrease the average total collection of information burden for
advisers in their first year filing Form ADV.
    As a result of the proposed amendments to Form ADV Part 1A
discussed above, including the proposed amendments related to
separately managed accounts, additional items and technical and
clarifying amendments, we estimate the average total collection of
information burden would increase 3 hours to 43.74 hours per adviser
for the first year that an adviser completes Form ADV (Part 1 and Part
2).\119\
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    \119\ Currently approved estimate of the average total
collection if information burden per SEC registered adviser for the
first year that an adviser completes Form ADV (40.74 hours) + 2
hours to complete the proposed questions about separately managed
accounts + 1 hour to complete other additional information regarding
investment advisers = 43.74 hours.
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b. Estimated Changes in Burden Related to Private Fund Reporting
Requirements
    We propose several amendments to Part 1A, Schedule D, Section 7.B.
that refine and enhance existing information we receive about advisers
to private funds. In addition, as part of our proposal to provide for
umbrella registration, we propose a new schedule to Part 1A--Schedule
R--to be submitted by advisers to private funds that use umbrella
registration to file a single Form ADV.

    We believe the information required by the few proposed amendments
to Part 1A, Schedule D, Section 7.B would be readily available or
easily accessible to advisers to private funds, such as information
about the percentage of a private fund owned by qualified clients, and
the PCAOB registration number for a private fund auditor. Other
amendments to Section 7.B. are designed to make the questions easier to
answer, but do not cause a change in reporting burden, including moving
certain ``notes'' to questions and changes to the current question
regarding unqualified opinions. The currently approved total annual
burden estimate for advisers making their initial filing in completing
Item 7.B. and Schedule D, Section 7.B. is 1 hour per private fund. We
do not estimate that the proposed amendments to Schedule D, Section 7.B
would increase or decrease the total annual burden because the
information is readily available to advisers.
    The proposal to incorporate umbrella registration into Form ADV
would codify a staff position and provide a method for certain private
fund advisers that operate as a single advisory business to file a
single registration form. Umbrella registration would only be available
if the filing adviser and each relying adviser advise only private
funds and clients in separately managed accounts that are qualified
clients, as defined in rule 205-3 under the Advisers Act, that are
otherwise eligible to invest in the private funds advised by the filing
or a relying adviser. The filing and relying advisers would also have
to satisfy certain requirements, including that each relying adviser is
controlled by or under common control with the filing adviser. There
has been staff guidance for single registration under defined
circumstances since 2012,\120\ and the proposed amendments to Form ADV
would provide for umbrella registration and simplify the process of
umbrella registration for advisers constituting a single advisory
business. We are proposing a new schedule to Part 1A, Schedule R, that
would have to be filed with respect to each relying adviser, as well as
a new question to Schedule D that would link private funds reported on
Form ADV to the specific (filing or relying) adviser that advises it.
Schedule R would require identifying information, basis for SEC
registration, and ownership information about each relying adviser.
---------------------------------------------------------------------------

    \120\ See 2012 ABA Letter, supra note 9.
---------------------------------------------------------------------------

    We believe that much of the information we are proposing to include
in Schedule R should be readily available to private fund advisers
because it is information that they are already reporting either on
Form ADV filings for separate advisers or on a single Form ADV filing,
in reliance on the staff guidance. Accordingly, although these proposed
requirements would be an increase in the information collected, the
increased burden should largely be attributable to data entry and not
data collection. Furthermore, some advisers who currently separately
file Form ADV for each of their advisers may cumulatively have a
reduced Form ADV burden by switching to umbrella registration should
the new process be codified and Schedule R available. We also believe
that new filing advisers using umbrella registration would readily have
information available about relying advisers, because they are
operating as a single advisory business.
    There is no currently approved annual burden estimate of completing
Schedule R because it is a new Schedule. Taking into account the scope
of information we propose to request, our understanding that much of
the information is readily available and currently required on Form
ADV, and our belief that many private fund advisers that file an
umbrella registration will have only a small number of relying
advisers,\121\ we estimate that advisers to private funds that elect to
rely on umbrella registration will spend on average 1 hour per filing
adviser completing new Schedule R for the first time.
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    \121\ Based on IARD data as of April1, 2015, approximately 750
investment advisers rely on the 2012 ABA Letter to file Form ADV on
behalf of themselves and 2,500 relying advisers, an average of
approximately 3 relying advisers per filing adviser.
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c. Estimated Changes in Burden Related to Exempt Reporting Adviser
Reporting Requirements
    Exempt reporting advisers are required to complete a limited number
of items in Part 1A of Form ADV (consisting of Items 1, 2.B., 3, 6, 7,
10, 11 and corresponding schedules), and are not required to complete
Part 2 and would not be eligible to file proposed Schedule R. The
proposed amendments to Part 1A would revise only Items 1 and 7 for
exempt reporting advisers. We believe the information required by these
proposed revisions should be readily available to any adviser as part
of their ongoing operations and management of client assets, and,
moreover, are unlikely to require additional reporting for most exempt
reporting advisers. For instance, we estimate that almost all exempt
reporting advisers currently have five or fewer offices (the number of
offices currently required by Form ADV) and thus would not have to
provide information on additional offices.\122\ Accordingly, we do not
expect that the proposed amendments would increase or decrease the
currently approved total annual burden estimate per exempt reporting
adviser initially completing these items in Form ADV, other than Item
7.B., of 2 hours. We also do not expect that the proposed amendments
would increase or decrease the currently approved total annual burden
estimate per exempt reporting adviser initially completing Item 7.B.
and Section 7.B. of Schedule D of 1 hour per private fund.
---------------------------------------------------------------------------

    \122\ Based on IARD data as of April 1, 2015, only 17 ERAs
reported on Form ADV that they had five or more other offices.
---------------------------------------------------------------------------

2. Annual Burden Estimates
a. Estimated Annual Burden Applicable to All Registered Investment
Advisers
i. Estimated Initial Hour Burden (Not Including Burden Applicable to
Private Funds) For First Year Adviser Completes Form ADV (Part 1 and
Part 2)
    We estimate that, as a result of the proposed amendments to Form
ADV Part 1A discussed above, other than those applicable to private
funds, the average total collection of information burden per
respondent would increase 3 hours to 43.74 hours per adviser for the
first year that an adviser completes Form ADV (Part 1 and Part 2).
    Approximately 11,600 investment advisers are currently registered
with the Commission.\123\ Not including private fund reporting, the
estimated aggregate annual burden applicable to these advisers would be
507,384 hours \124\ (34,800 hours of it attributable to the proposed
amendments).\125\ As with the Commission's prior Paperwork Reduction
Act estimates for Form ADV, we believe that most of the paperwork
burden would be incurred in advisers' initial submission of the amended
Form ADV, and that over time this burden would decrease substantially
because the paperwork burden would be limited

to updating information.\126\ Amortizing the burden imposed by Form ADV
over a three-year period to reflect the anticipated period of time that
advisers would use the revised Form would result in an average annual
burden of an estimated 169,128 hours per year \127\ (11,600 hours per
year of it attributable to the proposed amendments),\128\ or 14.58
hours per year for each adviser currently registered with the
Commission.\129\
---------------------------------------------------------------------------

    \123\ Based on IARD data as of April 1, 2015. We include
currently registered advisers in the estimated initial hour burden
calculation because, for purposes of estimating burdens under the
Paperwork Reduction Act, we assume that every new and existing
registered adviser completes an initial registration in a three year
period, which is the period after which estimates are required to be
renewed.
    \124\ 43.74 hour per-adviser burden x 11,600 advisers = 507,384
hours.
    \125\ 3 hour per-adviser additional burden x 11,600 advisers =
34,800 hours.
    \126\ We discuss the burden for advisers making annual updating
amendments to Form ADV in section iii below.
    \127\ 507,384 hours/3 = 169.128 hours.
    \128\ 34,800 hours/3 = 11,600 hours.
    \129\ 169,128 hours/11,600 advisers = 14.58 hours.
---------------------------------------------------------------------------

    Based on IARD system data, we estimate that there will be
approximately 1,000 new investment advisers filing Form ADV with us
annually. Therefore, we estimate that the total annual burden
applicable to these advisers for the first year that they complete Form
ADV but excluding private fund reporting requirements is 43,740 hours
(1,000 advisers x 43.74 hours). Amortizing the burden imposed by Form
ADV for new registrants over a three-year period to reflect the
anticipated period of time that advisers would use the revised Form
would result in an average annual burden of an estimated 14,580 hours
per year \130\ (1,000 of it attributable to the proposed
amendments).\131\ We therefore estimate the total hour burden to be
183,708 hours per year.\132\
---------------------------------------------------------------------------

    \130\ 43,740 hours/3 = 14,580 hours.
    \131\ 3,000 hours/3 = 1,000 hours.
    \132\ 14,580 hours for new registrants + 169,128 hours for
existing registrants = 183,708 hours.
---------------------------------------------------------------------------

ii. Estimated Initial Hour Burden Applicable to Registered Advisers to
Private Funds
    The amount of time that a registered adviser managing private funds
would incur to complete Item 7.B. and Section 7.B. of Schedule D will
vary depending on the number of private funds the adviser manages. Of
the advisers currently registered with us, we estimate that
approximately 4,364 registered advisers advise a total of 28,532
private funds, and, on average, 300 SEC-registered advisers annually
would make their initial filing with us reporting approximately 1,100
private funds.\133\ The currently approved annual burden estimate for
advisers making their initial filing in completing Item 7.B. and
Schedule D, Item 7.B. is 1 hour per private fund. As a result, we
estimate that the private fund reporting requirements that are
applicable to registered investment advisers would add 29,632 hours to
the overall annual burden applicable to registered advisers.\134\ As
noted above, we believe most of the paperwork burden would be incurred
in connection with advisers' initial submission of Form ADV, and that
over time the burden would decrease substantially because it would be
limited to updating (instead of compiling) information. Amortizing this
burden over three years, as we did above with respect to the initial
filing of the rest of the form, results in an average estimated burden
of 9,877 hours per year.\135\
---------------------------------------------------------------------------

    \133\ Based on IARD data as of April 1, 2015. We include
existing funds of currently registered advisers in the estimated
initial hour burden calculation because, for purposes of estimating
burdens under the Paperwork Reduction Act, we assume that every
existing registered adviser completes an initial filing completing
Item 7.B and Schedule D, Item 7.B per fund in a three year period,
which is the period after which estimates are required to be
renewed.
    \134\ 1 hour x 28,532 private funds = 28,532 hours. 1 hour x
1,100 private funds = 1,100 hours. 28,532 hours + 1,100 hours =
29,632 hours.
    \135\ 29,632 hours/3 = 9,877 hours.
---------------------------------------------------------------------------

    We also propose a new Schedule R to Form ADV for umbrella filing.
Of the advisers currently registered with us, we estimate based on
current Form ADV filings that approximately 750 registered advisers
currently submit a single Form ADV on behalf of themselves and
approximately 2,500 relying advisers.\136\ Taking into account the
scope of information we propose to request and our understanding that
much of the information is readily available and is already reported by
advisers, we estimate that advisers to private funds that elect to rely
on umbrella registration will spend 1 hour per filing adviser
completing new Schedule R. As a result, we estimate that umbrella
registration would add 750 \137\ hours to the annual burden applicable
to registered advisers. We estimate that, on average, 65 SEC registered
advisers annually would make their initial filing with us as filing
advisers, increasing the overall annual burden for advisers to private
funds an additional 65 hours, or 815 hours in total. Amortizing these
hours for a three year period as with the rest of the burdens
associated with Form ADV, results in 272 additional hours per
year.\138\
---------------------------------------------------------------------------

    \136\ Based on IARD data as of April 1, 2015.
    \137\ 750 filing advisers x 1 hour per completing Schedule R =
750 hours.
    \138\ 815 hours/3 = 271.66 hours.
---------------------------------------------------------------------------

iii. Estimated Annual Burden Associated With Amendments, New Brochure
Supplements, and Delivery Obligations
    The current approved collection of information burden for Form ADV
has three elements in addition to those discussed above: (1) The annual
burden associated with annual and other amendments to Form ADV; (2) the
annual burden associated with creating new Part 2 brochure supplements
for advisory employees throughout the year; and (3) the annual burden
associated with delivering codes of ethics to clients as a result of
the offer of such codes contained in the brochure. We anticipate that
our proposed amendments to Form ADV would increase the currently
approved annual burden estimate associated with annual amendments to
Form ADV from 6 hours to 7 hours per adviser, but would not impact
interim updating amendments to Form ADV.
    We continue to estimate that, on average, each adviser filing Form
ADV through the IARD will likely amend its form two times during the
year. We estimate, based on IARD data, that advisers, on average, make
one interim updating amendment (at an estimated 0.5 hours per
amendment) and one annual updating amendment (at an estimated 7 hours
per amendment) each year.\139\
---------------------------------------------------------------------------

    \139\ (11,600 advisers x 0.5 hours/other than annual amendment)
+ (11,600 advisers x 7 hours/annual amendment) = 87,000 hours.
---------------------------------------------------------------------------

    In addition, the currently approved annual burden estimates are
that each investment adviser registered with us will, on average, spend
1 hour per year making interim amendments to brochure supplements,\140\
and an additional 1 hour per year to prepare new brochure supplements
as required by Part 2.\141\ The currently approved annual burden
estimate is that advisers spend an average of 1.3 hours annually to
meet obligations to deliver codes of ethics to clients.\142\ We are not
changing these estimates as the proposed amendments do not affect these
requirements. Therefore we estimate the total annual burden for
advisers registered with us attributable to amendments, brochure
supplements and obligations to deliver codes of ethics to be 125,280
hours.\143\
---------------------------------------------------------------------------

    \140\ 11,600 hours attributable to interim amendments to the
brochure supplements = 11,600 advisers x 1 hour = 11,600 hours.
    \141\ 11,600 hours attributable to new brochure supplements =
11,600 advisers x 1 hour = 11,600 hours.
    \142\ 15,080 hours for the delivery of codes of ethics = 11,600
advisers x 1.3 hours = 15,080 hours.
    \143\ 87,000 hours + 11,600 hours + 11,600 hours + 15,080 hours
= 125,280 hours.
---------------------------------------------------------------------------

iv. Estimated Annual Cost Burden
    The currently approved total annual collection of information
burden estimate for Form ADV has a one-time initial cost for outside
legal and compliance consulting fees in

connection with the initial preparation of Part 2 of Form ADV. We do
not anticipate that the amendments we are proposing to Form ADV will
affect the per adviser cost burden estimates for outside legal and
compliance consulting fees. In addition to the estimated legal and
compliance consulting fees, investment advisers of private funds incur
costs with respect to the requirement for investment advisers to report
the fair value of private fund assets.
    We expect that 1,000 new advisers will register annually with the
Commission. We estimate that the initial cost related to preparation of
Part 2 of Form ADV would be $4,400 for legal services and $5,000 for
compliance consulting services, in each case, for those advisers who
engaged legal counsel or consultants. We anticipate that a quarter of
these advisers would seek the help of outside legal services and half
would seek the help of compliance consulting services. Accordingly, we
estimate that 250 of these advisers would use outside legal services,
for a total cost burden of $1,100,000,\144\ and 500 advisers would use
outside compliance consulting services, for a total cost burden of
$2,500,000,\145\ resulting in a total cost burden among all respondents
of $3,600,000 for outside legal and compliance consulting fees related
to drafting narrative brochures.\146\
---------------------------------------------------------------------------

    \144\ 25% x 1000 SEC registered advisers = approximately 250
advisers. $4,400 for legal services x 250 advisers = $1,100,000.
    \145\ 50% x 1000 SEC registered advisers = 500 advisers. $5,000
for consulting services x 500 advisers = $2,500,000.
    \146\ $1,100,000 + $2,500,000 = $3,600,000.
---------------------------------------------------------------------------

    We estimate that 3% of registered advisers have at least one
private fund client that may not be audited. These advisers therefore
may incur costs to fair value their private fund assets. Based on
current IARD data, 4,364 registered advisers currently advise private
funds. We therefore estimate that approximately 131 registered advisers
may incur costs of $37,625 each on an annual basis, for an aggregate
annual total cost of $4,928,875.\147\
---------------------------------------------------------------------------

    \147\ 131 advisers x $37,625 = $4,928,875.
---------------------------------------------------------------------------

    Together, we estimate that the total cost burden among all
respondents for outside legal and compliance consulting fees related to
third party or outside valuation services and for drafting outside
legal and compliance consulting fees to be $8,528,875.\148\
---------------------------------------------------------------------------

    \148\ $3,600,000 + $4,928,875 = $8,528,875.
---------------------------------------------------------------------------

b. Estimated Annual Burden Applicable to Exempt Reporting Advisers
i. Estimated Initial Hour Burden
    Based on IARD system data, there are approximately 2,914 exempt
reporting advisers currently filing reports with the SEC.\149\ The
paperwork burden applicable to these exempt reporting advisers consists
of the burden attributable to completing a limited number of items in
Form ADV Part 1A as well as the burden attributable to the private fund
reporting requirements of Item 7.B. and Section 7.B. of Schedule D.
---------------------------------------------------------------------------

    \149\ Based on IARD data as of April 1, 2015. We include
existing exempt reporting advisers and their private funds in the
estimated initial hour burden calculation because, for the purpose
of estimating burdens under the Paperwork Reduction Act, we assume
that every new and existing exempt reporting adviser completes an
initial Form ADV in a three year period, which is the period after
which estimates are required to be renewed.
---------------------------------------------------------------------------

    The currently approved estimate of the average total collection of
information burden per exempt reporting adviser for the first year that
an exempt reporting adviser completes a limited subset of Part 1 of
Form ADV, other than Item 7.B. and Section 7.B. of Schedule D, is 2
hours. As discussed above, we do not anticipate that our proposed
amendments to Form ADV would affect the per exempt reporting adviser
burden estimate. Based on IARD system data, we estimate that there will
be 500 new exempt reporting advisers filing Form ADV annually.
Therefore, we estimate that the total annual burden applicable to the
existing and new exempt reporting advisers for the first year that they
complete Form ADV but excluding private fund reporting requirements is
6,828 hours.\150\ Amortizing the burden imposed by Form ADV over a
three-year period to reflect the anticipated period of time that
advisers would use the revised Form ADV results in an average annual
burden of an estimated 2,276 hours per year.\151\
---------------------------------------------------------------------------

    \150\ 2 hours x (2,914 reporting exempt reporting advisers + 500
new exempt reporting advisers) = 6,828 hours.
    \151\ 6,828 hours/3 = 2,276 hours.
---------------------------------------------------------------------------

    As discussed above, we estimate the burden of completing Item 7.B.
and Section 7.B. of Schedule D to be 1 hour per private fund. We do not
anticipate that our proposed amendments to Form ADV would affect the
per exempt reporting adviser burden of completing Item 7.B. and Section
7.B. of Schedule D. Based on IARD data, we estimate that, on average,
the 2,914 current exempt reporting advisers will report 9,896 funds and
the projected 500 new exempt reporting advisers making their initial
filing will report approximately 1,000 funds, resulting in a total
annual burden of 10,896 hours.\152\ Amortizing this total burden over
three years as we did above for registered advisers results in an
average burden of an estimated 3,632 hours per year,\153\ or
approximately 1 hour per year, on average, for each exempt reporting
adviser.\154\
---------------------------------------------------------------------------

    \152\ 9,896 funds + 1,000 funds = 10,896 funds. 10,896 x 1 hour
= 10,896 hours.
    \153\ 10,896 hours/3 years = 3,632 hours per year.
    \154\ 3,632 hours per year/3,414 exempt reporting advisers = 1
hour per year.
---------------------------------------------------------------------------

ii. Estimated Annual Burden Associated With Amendments and Final
Filings
    In addition to the burdens associated with initial completion and
filing of the portion of the form that exempt reporting advisers are
required to prepare, we estimate that, based on IARD data, each exempt
reporting adviser would amend its form 2 times per year. On average,
these consist of one interim updating amendment (at an estimated 0.5
hours per amendment) \155\ and one annual updating amendment (at an
estimated 1 hour per amendment) \156\ each year. In addition, we
anticipate 200 final filings by exempt reporting advisers annually (at
an estimated 0.1 hours per filing).\157\ We do not anticipate that our
proposed amendments to Form ADV would affect the per exempt reporting
adviser burden. The total annual burden associated with exempt
reporting advisers filing amendments and final filings is 4,391
hours.\158\
---------------------------------------------------------------------------

    \155\ 2,914 x .5 hours = 1,457 hours.
    \156\ 2,914 x 1 hour = 2,914 hours.
    \157\ 200 x 0.1 hours = 20 hours.
    \158\ 1,457 hours + 2,914 hours + 20 hours = 4,391 hours. Exempt
reporting advisers are not required to complete Part 2 of Form ADV
and so will not incur an hour burden to prepare new brochure
supplements or the cost for preparation of the brochure. Exempt
reporting advisers also do not have an obligation to deliver codes
of ethics to clients as required by Part 2 of Form ADV.
---------------------------------------------------------------------------

3. Total Revised Burdens
    The revised total annual collection of information burden for SEC
registered advisers to file and complete the revised Form ADV (Parts 1
and 2), including the initial burden for both existing and anticipated
new registrants, private fund reporting, plus the burden associated
with amendments to the form, preparing brochure supplements and
delivering codes of ethics to clients, is estimated to be approximately
319,137 hours per year, for a monetized total of $79,784,000.\159\
---------------------------------------------------------------------------

    \159\ 183,708 hours per year attributable to initial preparation
of Form ADV + 9,877 hours per year attributable to initial private
fund reporting requirements + 272 hours per year for initial
umbrella registration + 125,280 hours per year for attributable to
amendments, brochure supplements and obligations to deliver codes of
ethics = 319,137 hours. We expect that the performance of this
function would most likely be equally allocated between a senior
compliance examiner and a compliance manager, or persons performing
similar functions. Data from the SIFMA Management and Professional
Earnings Report, modified to account for an 1,800-hour work year and
multiplied by 5.35 to account for bonuses, firm size, employee
benefits and overhead, suggest that costs for these positions are
$217 and $283 per hour, respectively. (159,568 hours x $217) +
(159,568 hours x 283) = $79,784,000.

---------------------------------------------------------------------------

    The revised total annual collection of information burden for
exempt reporting advisers to file and complete the required Items of
Part 1A of Form ADV, including the burdens associated with private fund
reporting, amendments to the form and final filings, would be
approximately 10,299 hours per year, for a monetized total of
$2,574,500.\160\
---------------------------------------------------------------------------

    \160\ 2,276 hours per year attributable to initial preparation
of Form ADV + 3,632 hours per year attributable to initial private
fund reporting requirements + 4,391 hours per year for amendments
and final filings = 10,299 hours. We expect that the performance of
this function would most likely be equally allocated between a
senior compliance examiner and a compliance manager, or persons
performing similar functions. Data from the SIFMA Management and
Professional Earnings Report, modified to account for an 1,800-hour
work year and multiplied by 5.35 to account for bonuses, firm size,
employee benefits and overhead, suggest that costs for these
positions are $217 and $283 per hour, respectively. (5,149 x $217) +
(5,149 x $283) = $2,574,500.
---------------------------------------------------------------------------

    We estimate that if the proposed amendments to Form ADV are
adopted, the total annual hour burden for the form would be 329,436
hours and a monetized total of $82,358,500.\161\ This is an increase of
175,034 hours and $45,688,073 from the currently approved burden
estimates,\162\ which is attributable primarily to the currently
approved burden estimates not considering the amortized annual burden
of Form ADV on existing registered advisers and exempt reporting
advisers. The resulting blended average per adviser burden for Form ADV
is 22.69 hours (for a monetized total of $5,674.42),\163\ which
consists of an average annual burden of 27.51 hours \164\ for each of
the estimated 11,600 SEC registered advisers, and 3.53 hours \165\ for
each of the estimated 2,914 exempt reporting advisers.
---------------------------------------------------------------------------

    \161\ 319,137 hours + 10,299 hours = 329,436 hours. $79,784,000
+ $2,574,500 = $82,358,500.
    \162\ 329,436 hours - 154,402 hours = 175,034 hours. $82,358,500
- $36,670,427 = $45,688,073.
    \163\ 329,436 hours/(11,600 registered advisers + 2,914 exempt
reporting advisers) = 22.69 hours. $82,358,500/(11,600 registered
advisers + 2,914 exempt reporting advisers) = $5,674.42.
    \164\ 319,137 hours/11,600 registered advisers = 27.51 hours.
    \165\ 10,299 hours/2,914 exempt reporting advisers = 3.53 hours.
---------------------------------------------------------------------------

    Registered investment advisers are also expected to incur an annual
cost burden of $8,528,875, an increase of $4,928,875 from the current
approved cost burden estimate of $3,600,000. The increase in annual
cost burden is attributable to the currently approved burden not
considering the cost to advisers to fair value private fund assets.

B. Rule 204-2

    Rule 204-2 (OMB Control No. 3235-0278) requires investment advisers
registered, or required to be registered under section 203 of the Act,
to keep certain books and records relating to their advisory business.
The collection of information under rule 204-2 is necessary for the
Commission staff to use in its examination and oversight program, and
the information is generally kept confidential.\166\ The collection of
information is mandatory.
---------------------------------------------------------------------------

    \166\ See section 210(b) of the Advisers Act.
---------------------------------------------------------------------------

    The proposed amendments to rule 204-2 would require investment
advisers to make and keep the following records: (i) Documentation
necessary to demonstrate the calculation of the performance the adviser
distributes to any person, and (ii) all written communications received
or sent relating to the adviser's performance.
    The currently approved total annual burden for rule 204-2 is based
on an estimate of 10,946 registered advisers subject to rule 204-2 and
an estimated average burden of 181.45 burden hours each year per
adviser, for a total of 1,986,152 hours. Based upon updated IARD data,
the current approximate number of investment advisers is 11,600. As a
result in the increase in the number of advisers registered with the
Commission since the current total annual burden estimate was approved,
the total burden estimate has increased by 118,668 hours.\167\ We
estimate that most advisers provide, or seek to provide, performance
information to their clients. Under the proposed amendments, each
adviser would be required to retain the records in the same manner, and
for the same period of time, as other books and records under rule. We
believe that the documentation necessary to support the performance
calculations is customarily maintained, or required to be maintained by
advisers already in account statements or portfolio management systems.
We also believe that most advisers already maintain this information in
their books and records, in order to show compliance with the Advisers
Act advertising rule, rule 206(4)-1. Accordingly, the proposed
amendments to rule 204-2 are estimated to increase the burden by
approximately 0.5 hours per adviser annually for a total increase of
5,800 hours.\168\ The revised annual aggregate burden would be
2,110,620 hours.\169\ The revised average burden per adviser would be
approximately 182 hours per year.\170\
---------------------------------------------------------------------------

    \167\ 11,600 advisers x 181.45 hours = 2,104,820 hours.
2,104,820 hours - 1,986,152 hours = 118,668 hours.
    \168\ 11,600 advisers x 0.5 hours = 5,800 hours.
    \169\ 1,986,152 (current approved burden) + 118,668 (burden for
additional registrants) + 5,800 (burden for proposed amendments) =
2,110,620 hours.
    \170\ 2,110,620 hours/11,600 advisers = 181.9 hours.
---------------------------------------------------------------------------

    Advisers would likely use a combination of compliance clerks and
general clerks to make and keep the information and records required
under the rule. The currently approved total cost burden is
$108,708,557.10. We estimate the hourly wage for compliance clerks to
be $64 per hour, including benefits, and the hourly wage for general
clerks to be $53 per hour, including benefits.\171\ For each adviser,
182 burden hours would be required to make and keep the information and
records required under the rule. We anticipate that compliance clerks
will perform an estimated 32 hours of this work, and clerical staff
will perform the remaining 150 hours. The total cost per respondent
therefore will be an estimated $9,998,\172\ for a total burden cost of
approximately $115,976,800,\173\ an increase of $7,268,243 from the
currently approved total cost per respondent.\174\ The increase in cost
is attributable to a larger registered investment adviser population
since the most recent approval as well as the proposed rule 204-2
amendments discussed in this release.
---------------------------------------------------------------------------

    \171\ Our hourly wage rate estimate for a compliance manager and
compliance clerk is based on data from the SIFMA Office Salaries in
the Securities Industry Report 2013, modified by Commission staff to
account for an 1800-hour work-year and multiplied by 5.35, for
compliance clerks to account for bonuses, firm size, employee
benefits and overhead.
    \172\ (32 hours per compliance clerk x $64) + (150 hours per
clerical staff x $53) = ($2,048 + $7,950) = $9,998.
    \173\ $9,998 per adviser x 11,600 advisers = approximately
$115,976,800.
    \174\ $115,976,800 - $108,708,557 = $7,268,243.
---------------------------------------------------------------------------

C. Request for Comment

    We request comment on whether our estimates for the change in
burden hours and associated costs described above are reasonable.
Pursuant to 44 U.S.C. 3506(c)(2)(B), the Commission solicits comments
in order to: (i) Evaluate whether the proposed collections of
information are necessary

for the proper performance of the functions of the Commission,
including whether the information will have practical utility; (ii)
evaluate the accuracy of the Commission's estimate of the burden of the
proposed collections of information; (iii) determine whether there are
ways to enhance the quality, utility, and clarity of the information to
be collected; and (iv) determine whether there are ways to minimize the
burden of the collections of information on those who are to respond,
including through the use of automated collection techniques or other
forms of information technology.
    The agency has submitted the proposed collection of information to
OMB for approval. Persons wishing to submit comments on the collection
of information requirements of the proposed amendments should direct
them to the Office of Management and Budget, Attention Desk Officer for
the Securities and Exchange Commission, Office of Information and
Regulatory Affairs, Washington, DC 20503, and should send a copy to
Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F
Street NE., Washington, DC 20549-1090, with reference to File No. S7-
09-15. As OMB is required to make a decision concerning the collections
of information between 30 and 60 days after publication, a comment to
OMB is best assured of having its full effect if OMB receives it within
30 days of publication. Requests for materials submitted to OMB by the
Commission with regard to these collections of information should be in
writing, refer to File No. S7-09-15, and be submitted to the Securities
and Exchange Commission, Office of FOIA Services, 100 F Street NE.,
Washington, DC 20549-2736.

V. Initial Regulatory Flexibility Analysis

    The Commission has prepared the following Initial Regulatory
Flexibility Analysis (``IRFA'') in accordance with section 3(a) of the
Regulatory Flexibility Act \175\ regarding our proposed amendments to
Form ADV and rule 204-2 and our proposed technical amendments to
certain other rules under the Advisers Act.
---------------------------------------------------------------------------

    \175\ 5 U.S.C. 603(a).
---------------------------------------------------------------------------

A. Reason for the Proposed Action

    The proposed amendments to Form ADV are designed to provide the
Commission with additional information about registered investment
advisers, including information about separately managed accounts,
provide for umbrella registration for multiple investment advisers
operating as a single advisory business, and provide technical,
clarifying and other amendments to certain Form ADV provisions. The
proposed amendments to Form ADV would improve the information provided
by investment advisers to the Commission and the public.
    We are also proposing amendments to the Advisers Act books and
records rule that would require advisers to make and keep supporting
documentation that demonstrates performance calculations or rates of
return in any written communications that the adviser circulates or
distributes, directly or indirectly, to any person. We believe that the
proposed amendments to the books and records rule would improve
investor protections by providing useful information in examining and
evaluating advisers' performance claims.
    Finally, we are proposing technical amendments to certain rules
under the Advisers Act to remove transition provisions where the
transition process is complete.

B. Objectives and Legal Basis

    The proposed amendments to Form ADV would address certain data gaps
and enhance current reporting provided by investment advisers,
particularly about separately managed accounts, in order to increase
our ability to effectively oversee and monitor their activities, and to
incorporate umbrella registration for private fund advisers that
operate as a single advisory business. The proposed amendments to the
Advisers Act books and records rule would require advisers to make and
keep supporting documentation that demonstrates performance
calculations or rates of return in any written communications that the
adviser circulates or distributes, directly and indirectly, to any
persons.
    The Commission is proposing amendments to Form ADV under section
19(a) of the Securities Act of 1933 [15 U.S.C. 77s(a)], sections 23(a)
and 28(e)(2) of the Securities Exchange Act of 1934 [15 U.S.C. 78w(a)
and 78bb(e)(2)], section 319(a) of the Trust Indenture Act of 1939 [15
U.S.C. 7sss(a)], section 38(a) of the Investment Company Act of 1940
[15 U.S.C. 80a-37(a)], and sections 203(c)(1), 204, and 211(a) of the
Investment Advisers Act of 1940 [15 U.S.C. 80b-3(c)(1), 80b-4, and 80b-
11(a)]. The Commission is proposing to amend rule 204-2 pursuant to the
authority set forth in sections 204 and 211 of the Advisers Act [15
U.S.C. 80b-4 and 80b-11]. The Commission is proposing to amend rule
202(a)(11)(G)-1 pursuant to authority in sections 202(a)(11)(G) and
206A of the Advisers Act [15 U.S.C. 80b-2(a)(11)(G) and 80b-6A]. The
Commission is proposing to amend rule 203-1 pursuant to authority in
section 206A of the Advisers Act [15 U.S.C. 80b-6A]. The Commission is
proposing to rescind rule 203A-5 and amend rule 204-1 pursuant to
authority in sections 204 and 211(a) of the Advisers Act [15 U.S.C.
80b-4 and 80b-11(a)].

C. Small Entities Subject to the Rule and Rule Amendments

    In developing these proposals, we have considered their potential
impact on small entities that would be subject to the proposed
amendments. The proposed amendments would affect all advisers
registered with the Commission and exempt reporting advisers, including
small entities. Under Commission rules, for the purposes of the
Advisers Act and the Regulatory Flexibility Act, an investment adviser
generally is a small entity if it: (1) Has assets under management
having a total value of less than $25 million; (2) did not have total
assets of $5 million or more on the last day of the most recent fiscal
year; and (3) does not control, is not controlled by, and is not under
common control with another investment adviser that has assets under
management of $25 million or more, or any person (other than a natural
person) that had total assets of $5 million or more on the last day of
its most recent fiscal year.\176\
---------------------------------------------------------------------------

    \176\ Rule 0-7(a) under the Advisers Act.
---------------------------------------------------------------------------

    Our proposed rule and Form ADV amendments would not affect most
advisers that are small entities (``small advisers'') because they are
generally registered with one or more state securities authorities and
not with us. Under section 203A of the Advisers Act, most small
advisers are prohibited from registering with the Commission and are
regulated by state regulators. Based on IARD data, we estimate that as
of April 1, 2015, approximately 489 advisers that are small entities
are registered with the Commission.\177\ Because these entities are
registered, they, like all SEC-registered investment advisers, would
all be subject to the proposed amendments to Form ADV, rule 204-2 and
other Advisers Act rules.
---------------------------------------------------------------------------

    \177\ Based on SEC-registered investment adviser responses to
Form ADV, Item 5.F and Item 12.
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    The only small entity exempt reporting advisers that would be
subject to the proposed amendments would be exempt reporting advisers
that maintain their principal office and place of

business in Wyoming or outside the United States. Advisers with less
than $25 million in assets under management generally are prohibited
from registering with us unless they maintain their principal office
and place of business in Wyoming or outside the United States. Exempt
reporting advisers are not required to report regulatory assets under
management on Form ADV and therefore we do not have a precise number of
exempt reporting advisers that are small entities. Exempt reporting
advisers are required to report in Part 1A, Schedule D the gross asset
value of each private fund they manage.\178\ Based on responses to that
question, we estimate that there is approximately 1 exempt reporting
adviser with its principal office and place of business in Wyoming that
meets the definition of small entity. Advisers with their principal
office and place of business outside the United States may have
additional assets under management other than what is reported in
Schedule D. Based on IARD filings, approximately 18% of registered
investment advisers with their principal office and place of business
outside the U.S. are small entities. There are approximately 1,148
exempt reporting advisers with their principal office and place of
business outside the U.S. We estimate that 18% of those advisers,
approximately 206, are small entities.
---------------------------------------------------------------------------

    \178\ See Form ADV, Part 1A, Schedule D, Section 7.B.(1).A,
Question 11.
---------------------------------------------------------------------------

D. Reporting, Recordkeeping and Other Compliance Requirements

    The proposed amendments to Form ADV and rule 204-2 would impose
certain reporting, recordkeeping, and compliance requirements on all
Commission-registered advisers, including small advisers. All
Commission-registered small advisers would be required to file Form
ADV, including the proposed amendments, and all Commission-registered
small advisers would be subject to the proposed amended recordkeeping
requirements. We do not believe that our proposed technical amendments
to other Advisers Act rules would impose different reporting,
recordkeeping, or other compliance requirements on small advisers.
Proposed Form ADV Amendments
    The proposed amendments to Form ADV would require registered
investment advisers to report different or additional information than
what is currently required. Approximately 489 small advisers currently
registered with us would be subject to these requirements. We expect
these 489 small advisers to spend, on average, 3 hours to respond to
the proposed new and amended questions, not including items relating to
private fund reporting.\179\ We expect the aggregate cost to small
advisers associated with this process would be $366,500.\180\
---------------------------------------------------------------------------

    \179\ See supra section IV. of this release.
    \180\ We expect that performance of this function will most
likely be equally allocated between a senior compliance examiner and
a compliance manager. Data from the SIFMA Management and
Professional Earnings Report, modified to account for an 1,800-hour
work year and multiplied by 5.35 to account for bonuses, firm size,
employee benefits, and overhead, suggest that costs for these
positions are $217 and $283 per hour, respectively. 489 small
advisers x 3 hours = 1,467 hours. [733 hours x $217 = $159,061] +
[733 hours x $283 = $207,439] = $366,500.
---------------------------------------------------------------------------

    In addition, of these 489 small advisers, we estimate that 4 small
advisers currently rely on the 2012 ABA Letter to act as filing
advisers for their relying advisers.\181\ We expect that our proposed
changes to codify umbrella registration would take 4 hours \182\ in the
aggregate, at a cost to small advisers of $1,000.\183\ We do not know
how many additional small advisers would use umbrella registration if
it was incorporated into Form ADV. We estimate for purposes of the
Paperwork Reduction Act that they would also have a burden of 1 hour
per filing adviser.
---------------------------------------------------------------------------

    \181\ Based on IARD data as of April 1, 2015.
    \182\ For purposes of the Paperwork Reduction Act, we estimated
in section IV. of this release that amendments to codify umbrella
registration would take an additional 1 hour per filing adviser.
    \183\ As discussed in connection with the Paperwork Reduction
Act, we expect that performance of this function will most likely be
equally allocated between a senior compliance examiner and a
compliance manager. Data from the SIFMA Management and Professional
Earnings Report, modified to account for an 1,800-hour work year and
multiplied by 5.35 to account for bonuses, firm size, employee
benefits, and overhead, suggest that costs for these positions are
$217 and $283 per hour, respectively. 4 filing advisers x 1 hour = 4
hours. [2 hours x $217 = $434] + [2 hours x $283 = 566] = $1,000.
---------------------------------------------------------------------------

    We do not estimate any increase or decrease in burden related to
our proposed amendments for private fund advisers, other than the hours
related to proposed Schedule R or for exempt reporting advisers. The
total estimated labor costs associated with our amendments that we
expect will be borne by small advisers is $367,500.\184\
---------------------------------------------------------------------------

    \184\ $366,500 + $1,000 = $367,500. These costs are discussed in
Paperwork Reduction Act Analysis in section IV. of the release.
---------------------------------------------------------------------------

Proposed Amendments to Books and Records Rule
    Our proposed amendments to rule 204-2's performance information
recordkeeping provisions are meant to require investment advisers to
make and keep the following records: (i) Documentation necessary to
demonstrate the calculation of the performance the adviser distributes
to any person, and (ii) all written communications received or sent
relating to the adviser's performance. These amendments would create
reporting, recordkeeping, and other compliance requirements for small
advisers. As discussed in the Paperwork Reduction Act Analysis in
section IV. above, the proposed amendments to rule 204-2 would increase
the burden by approximately 0.5 hours per adviser. We expect the
aggregate cost to small advisers associated with our proposed
amendments would be $13,415.\185\
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    \185\ As discussed in connection with the Paperwork Reduction
Act, we expect that performance of this function will most likely be
allocated between compliance clerks and general clerks with
compliance clerks performing 17% of the function and general clerks
performing 83% of the function. Data from the SIFMA Office Salaries
in the Securities Industry Report 2013, modified to account for an
1,800-hour work year and multiplied by 5.35 to account for bonuses,
firm size, employee benefits, and overhead, suggest that costs for
these positions are $64 and $53, respectively. 489 small advisers x
0.5 hours = 244.5 hours. [0.17 x 244.5 hours x $64 = $2,660] + [0.83
x 244.5 hours x $53 = $10,755] = $13,415.
---------------------------------------------------------------------------

E. Duplicative, Overlapping, or Conflicting Federal Rules

    We believe there are no federal rules that duplicate, overlap, or
conflict with the proposed rule and form amendments.

F. Significant Alternatives

    The Regulatory Flexibility Act directs the Commission to consider
significant alternatives that would accomplish the stated objective,
while minimizing any significant adverse impact on small entities. In
connection with the proposed Form ADV and rule amendments, the
Commission considered the following alternatives: (i) The establishment
of differing compliance or reporting requirements that take into
account the resources available to small entities; (ii) the
clarification, consolidation, or simplification of compliance and
reporting requirements under the proposed Form ADV and rule amendments
for such small entities; (iii) the use of performance rather than
design standards; and (iv) an exemption from coverage of the proposed
Form ADV and rule amendments, or any part thereof, for such small
entities.
    Regarding the first and second alternatives, for certain proposed
reporting requirements regarding separately managed accounts on Form
ADV, we propose to require semi-annual information filed annually for

advisers with regulatory assets under management attributable to
separately managed accounts of $10 billion or more and annual
information for other advisers.\186\ Requiring less detailed reporting
on these items for advisers with less than $10 billion is designed to
balance our regulatory needs for this type of information while seeking
to minimize the reporting burden on advisers that manage a smaller
amount of separately managed account assets where appropriate.
---------------------------------------------------------------------------

    \186\ Proposed Form ADV, Part 1A, Schedule D, Sections 5.K.(1).
---------------------------------------------------------------------------

    Regarding the first and fourth alternatives for the other proposed
amendments to Form ADV and Advisers Act rules, we do not believe that
different compliance or reporting requirements or an exemption from
coverage of the Form ADV and rule amendments, or any part thereof, for
small entities, would be appropriate. Because the protections of the
Advisers Act are intended to apply equally to clients of both large and
small advisers, it would be inconsistent with the purposes of the Act
to specify differences for small entities under the proposed
amendments.
    Regarding the second alternative for the other proposed amendments
to Form ADV and the Advisers Act rules, we will continue to consider
whether further clarification, consolidation, or simplification of the
compliance requirements is feasible or necessary, but we believe that
the current proposal is clear. The remaining Form ADV amendments do not
change that all SEC-registered advisers use a single form, Form ADV,
and an existing filing system, IARD, for reporting and registration
purposes, and this would not change for small entities. With respect to
the rule 204-2 amendments, we believe that the same requirements should
apply to all advisers to permit our staff to more effectively examine
them.
    Regarding the third alternative, we consider using performance
rather than design standards with respect to the proposed amendments to
Form ADV and rule 204-2 to be inconsistent with our statutory mandate
to protect investors, as advisers must provide certain registration
information and maintain books and records in a uniform and
quantifiable manner so that it is useful to our regulatory and
examination program.

G. Solicitation of Comments

    We encourage written comments on matters discussed in this IRFA. We
solicit comment on the number of small entities subject to the proposed
Form ADV and rule amendments; and whether the proposed Form ADV and
rule amendments discussed in this release could have an effect on small
entities that has not been considered. We request that commenters
describe the nature of any impact on small entities and provide
empirical data to support the extent of such impact.

VI. Consideration of Impact on the Economy

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996, or ``SBREFA,'' \187\ we must advise OMB whether a proposed
regulation constitutes a ``major'' rule. Under SBREFA, a rule is
considered ``major'' where, if adopted, it results in or is likely to
result in (1) an annual effect on the economy of $100 million or more;
(2) a major increase in costs or prices for consumers or individual
industries; or (3) significant adverse effects on competition,
investment or innovation.
---------------------------------------------------------------------------

    \187\ Public Law 104-121, Title II, 110 Stat. 857 (1996)
(codified in various sections of 5 U.S.C., 15 U.S.C. and as a note
to 5 U.S.C. 601).
---------------------------------------------------------------------------

    We request comment on the potential impact of the proposed
amendments on the economy on an annual basis. Commenters are requested
to provide empirical data and other factual support for their views to
the extent possible.

VII. Statutory Authority

    The Commission is proposing amendments to Form ADV under section
19(a) of the Securities Act of 1933 [15 U.S.C. 77s(a)], sections 23(a)
and 28(e)(2) of the Securities Exchange Act of 1934 [15 U.S.C. 78w(a)
and 78bb(e)(2)], section 319(a) of the Trust Indenture Act of 1939 [15
U.S.C. 7sss(a)], section 38(a) of the Investment Company Act of 1940
[15 U.S.C. 80a-37(a)], and sections 203(c)(1), 204, and 211(a) of the
Investment Advisers Act of 1940 [15 U.S.C. 80b-3(c)(1), 80b-4, and 80b-
11(a)]. The Commission is proposing to amend rule 204-2 pursuant to the
authority set forth in sections 204 and 211 of the Advisers Act [15
U.S.C. 80b-4 and 80b-11]. The Commission is proposing to amend rule
202(a)(11)(G)-1 pursuant to authority in sections 202(a)(11)(G) and
206A of the Advisers Act [15 U.S.C. 80b-2(a)(11)(G) and 80b-6A]. The
Commission is proposing to amend rule 203-1 pursuant to authority in
section 206A of the Advisers Act [15 U.S.C. 80b-6A]. The Commission is
proposing to rescind rule 203A-5 and amend rule 204-1 pursuant to
authority in sections 204 and 211(a) of the Advisers Act [15 U.S.C.
80b-4 and 80b-11(a)].

List of Subjects in 17 CFR Parts 275 and 279

    Reporting and recordkeeping requirements; Securities.

Text of Rule and Form Amendments

    For the reasons set forth in the preamble, title 17, chapter II of
the Code of Federal Regulations is proposed to be amended as follows.

PART 275--RULES AND REGULATIONS, INVESTMENT ADVISERS ACT OF 1940

0
1. The authority citation for part 275 continues to read in part as
follows:

    Authority: 15 U.S.C. 80b-2(a)(11)(G), 80b-2(a)(11)(H), 80b-
2(a)(17), 80b-3, 80b-4, 80b-4a, 80b-6(4), 80b-6a, and 80b-11, unless
otherwise noted.

Sec.  275.202(a)(11)(G)-1  [Amended]

0
2. Amend Sec.  275.202(a)(11)(G)-1 by removing paragraph (e).
0
3. Amend Sec.  275.203-1 by:
0
a. In the first sentence of paragraph (a) removing the phrase ``Subject
to paragraph (b), to'' and adding in its place ``To'';
0
b. Removing paragraph (b);
0
c. In the Note to paragraphs (a) and (b), revising the paragraph
heading;
0
d. Redesignating paragraphs (c) and (d) as paragraphs (b) and (c); and
0
e. Removing paragraph (e).
    The revision reads as follows:

Sec.  275.203-1  Application for investment adviser registration.

    (a) * * *
    Note to paragraph (a): * * *
* * * * *

Sec.  275.203A-5  [Removed and Reserved]

0
4. Sec.  275.203A-5 is removed and reserved.

Sec.  275.204-1  [Amended]

0
5. Amend Sec.  275.204-1 by:
0
a. In the first sentence of paragraph (b)(1) removing the phrase
``Subject to paragraph (c) of this section, you'' and adding in its
place ``You'';
0
b. Removing paragraph (c); and
0
c. Redesignating paragraphs (d) and (e) as paragraphs (c) and (d).
0
6. Amend Sec.  275.204-2 by:
0
a. Revising paragraph (a)(7); and
0
b. In paragraph (a)(16) removing the phrase ``to 10 or more persons''
and adding in its place ``to any person''.

Sec.  275.204-2  Books and records to be maintained by investment
advisers.

    (a) * * *
    (7) Originals of all written communications received and copies of
all written communications sent by such investment adviser relating to:

    (i) Any recommendation made or proposed to be made and any advice
given or proposed to be given;
    (ii) Any receipt, disbursement or delivery of funds or securities;
    (iii) The placing or execution of any order to purchase or sell any
security: Provided, however:
    (A) That the investment adviser shall not be required to keep any
unsolicited market letters and other similar communications of general
public distribution not prepared by or for the investment adviser; and
    (B) That if the investment adviser sends any notice, circular or
other advertisement offering any report, analysis, publication or other
investment advisory service to more than 10 persons, the investment
adviser shall not be required to keep a record of the names and
addresses of the persons to whom it was sent; except that if such
notice, circular or advertisement is distributed to persons named on
any list, the investment adviser shall retain with the copy of such
notice, circular or advertisement a memorandum describing the list and
the source thereof; or
    (iv) The performance or rate of return of any or all managed
accounts or securities recommendations.
* * * * *

PART 279--FORMS PRESCRIBED UNDER THE INVESTMENT ADVISERS ACT OF
1940

0
7. The authority citation for part 279 continues to read in part as
follows:

    Authority: The Investment Advisers Act of 1940, 15 U.S.C. 80b-1,
et seq.

0
a. Form ADV [referenced in Sec.  279.1] is amended by: In the
instructions to the form, revising the section entitled ``Form ADV:
General Instructions.'' The revised version of Form ADV: General
Instructions is attached as Appendix A;
0
b. In the instructions to the form, revising the section entitled
``Form ADV: Instructions for Part 1A.'' The revised version of Form
ADV: Instructions for Part 1A is attached as Appendix B;
0
c. In the instructions to the form, revising the section entitled
``Form ADV: Glossary of Terms.'' The revised version of Form ADV:
Glossary of Terms is attached as Appendix C;
0
d. In the form, revising Part 1A. The revised version of Form ADV, Part
1A, is attached as Appendix D.

    Note: The text of Form ADV does not and the amendments will not
appear in the Code of Federal Regulations.

    By the Commission.

    Dated: May 20, 2015.
Robert W. Errett,
Deputy Secretary.
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[Federal Register: May 21, 2010 (Volume 75, Number 98)]
[Notices]
[Page 28602]
[DOCID:fr21my10-68]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. PR09-30-003]

Corning Natural Gas Corporation; Notice of Compliance Filing

May 17, 2010.
    Take notice that on May 10, 2010, Corning Natural Gas Corporation,
(Corning) filed a corrected rate sheet to replace the rate sheet filed
with its Statement of section 311 Operating Conditions filed May 3,
2010, to comply with the March 23, 2010 Letter Order approving a
Stipulation and Agreement of Settlement and pursuant to section
284.123(e) of the Commission's regulations.
    Any person desiring to protest this filing must file in accordance
with Rule 211 of the Commission's Rules of Practice and Procedure (18
CFR 385.211). Protests to this filing will be considered by the
Commission in determining the appropriate action to be taken, but will
not serve to make protestants parties to the proceeding. Such protests
must be filed on or before 5 p.m. Eastern time on the specified comment
date. Anyone filing a protest must serve a copy of that document on all
the parties to the proceeding.
    The Commission encourages electronic submission of protests in lieu
of paper using the ``eFiling'' link at http://www.ferc.gov. Persons
unable to file electronically should submit an original and 14 copies
of the protest to the Federal Energy Regulatory Commission, 888 First
Street, NE., Washington, DC 20426.
    This filing is accessible on-line at http://www.ferc.gov, using the
``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For
TTY, call<PHONE_NUMBER>.
    Comment Date: 5 p.m. Eastern time on Monday, May 24, 2010.

Kimberly D. Bose,
Secretary.
[FR Doc. 2010-12240 Filed 5-20-10; 8:45 am]
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