60 Day Notice

Form N-14 60 Day Notice DRAFT 2018-12-21.pdf

Form N-14, for the registration of securities under the Securities Act of 1933 issued in business combination transaction by investment companies and business development companies.

60 Day Notice

OMB: 3235-0336

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SECURITIES AND EXCHANGE COMMISSION
Submission for OMB Review; Comment Request
Upon Written Request, Copies Available From:
Securities and Exchange Commission
Office of FOIA Services
100 F Street, NE,
Washington, DC 20549-2736
Extension: Form N-14
SEC File No. 270-297, OMB Control No. 3235-0336
Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.) (“Paperwork Reduction Act”), the Securities and Exchange Commission
(the “Commission”) is soliciting comments on the collection of information summarized below.
The Commission plans to submit this existing collection of information to the Office of
Management and Budget (“OMB”) for extension and approval.
Form N-14 (17 CFR 239.23) is the form for registration under the Securities Act of 1933
(15 U.S.C. 77a et seq.) (“Securities Act”) of securities issued by management investment
companies registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.)
(“Investment Company Act”) and business development companies as defined by Section
2(a)(48) of the Investment Company Act in: (1) a transaction of the type specified in rule 145(a)
under the Securities Act (17 CFR 230.145(a)); (2) a merger in which a vote or consent of the
security holders of the company being acquired is not required pursuant to applicable state law;
(3) an exchange offer for securities of the issuer or another person; (4) a public reoffering or
resale of any securities acquired in an offering registered on Form N-14; or (5) two or more of
the transactions listed in (1) through (4) registered on one registration statement. The principal
purpose of Form N-14 is to make material information regarding securities to be issued in

connection with business combination transactions available to investors. The information
required to be filed with the Commission permits verification of compliance with securities law
requirements and assures the public availability and dissemination of such information. Without
the registration statement requirement, material information may not necessarily be available to
investors.
We estimate that approximately 156 funds each file one new registration statement on
Form N-14 annually, and that 97 funds each file one amendment to a registration statement on
Form N-14 annually. Based on conversations with fund representatives, we estimate that the
reporting burden is approximately 620 hours per respondent for a new Form N-14 registration
statement and 300 hours per respondent for amending the Form N-14 registration statement.
This time is spent, for example, preparing and reviewing the registration statements.
Accordingly, we calculate the total estimated annual internal burden of responding to Form N-14
to be approximately 125,820 hours. In addition to the burden hours, based on conversations with
fund representatives, we estimate that the total cost burden of compliance with the information
collection requirements of Form N-14 is approximately $27,500 for preparing and filing an initial
registration statement on Form N-14 and approximately $16,000 for preparing and filing an
amendment to a registration statement on Form N-14. This includes, for example, the cost of
goods and services purchased to prepare and update registration statements on Form N-14, such
as for the services of outside counsel. Accordingly, we calculate the total estimated annual cost
burden of responding to Form N-14 to be approximately $5,842,000.
Estimates of average burden hours are made solely for the purposes of the Paperwork
Reduction Act and are not derived from a comprehensive or even representative survey or study
of the costs of Commission rules and forms. The collection of information under Form N-14 is

mandatory. The information provided under Form N-14 will not be kept confidential. An
agency may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless it displays a currently valid OMB control number.
Written comments are invited on: (a) whether the proposed collection of information is
necessary for the proper performance of the functions of the agency, including whether the
information will have practical utility; (b) the accuracy of the Commission's estimate of the
burden of the collection of information; (c) ways to enhance the quality, utility, and clarity of the
information collected; and (d) ways to minimize the burden of the collection of information on
respondents, including through the use of automated collection techniques or other forms of
information technology. Consideration will be given to comments and suggestions submitted in
writing within 60 days of this publication.
Please direct your written comments to Charles Riddle, Acting Director/Chief
Information Officer, Securities and Exchange Commission, C/O Candace Kenner, 100 F Street,
NE, Washington, DC 20549; or send an email to: [email protected].

Eduardo A. Aleman
Deputy Secretary
February 11, 2019


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