30 day notice

SECURITIES AND EXCHANGE COMMISSION
Submission for OMB Review; Comment Request
Upon Written Request, Copies Available From:
Securities and Exchange Commission
Office of FOIA Services
100 F Street, NE,
Washington, DC 20549-2736
Extension: Rule 20a-1
SEC File No. 270-132, OMB Control No. 3235-0158
Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44
U.S.C. 3501-3520), the Securities and Exchange Commission has submitted to the Office of
Management and Budget a request for extension of the previously approved collection of
information discussed below.
Rule 20a-1 (17 CFR 270.20a-1) was adopted under Section 20(a) of the Investment
Company Act of 1940 (“1940 Act”) (15 U.S.C. 80a-20(a)) and concerns the solicitation of
proxies, consents, and authorizations with respect to securities issued by registered
investment companies (“Funds”). More specifically, rule 20a-1 under the 1940 Act (15
U.S.C. 80a-1 et seq.) requires that the solicitation of a proxy, consent, or authorization with
respect to a security issued by a Fund be in compliance with Regulation 14A (17 CFR
240.14a-1 et seq.), Schedule 14A (17 CFR 240.14a-101), and all other rules and regulations
adopted pursuant to section 14(a) of the Securities Exchange Act of 1934 (“1934 Act”) (15
U.S.C. 78n(a)). It also requires, in certain circumstances, a Fund’s investment adviser or a
prospective adviser, and certain affiliates of the adviser or prospective adviser, to transmit
to the person making the solicitation the information necessary to enable that person to
comply with the rules and regulations applicable to the solicitation. In addition, rule 20a-1

-2instructs Funds that have made a public offering of securities and that hold security holder
votes for which proxies, consents, or authorizations are not being solicited, to refer to
section 14(c) of the 1934 Act (15 U.S.C. 78n(c)) and the information statement
requirements set forth in the rules thereunder.
The types of proposals voted upon by Fund shareholders include not only the typical
matters considered in proxy solicitations made by operating companies, such as the
election of directors, but also include issues that are unique to Funds, such as the approval
of an investment advisory contract and the approval of changes in fundamental investment
policies of the Fund. Through rule 20a-1, any person making a solicitation with respect to a
security issued by a Fund must, similar to operating company solicitations, comply with the
rules and regulations adopted pursuant to Section 14(a) of the 1934 Act. Some of those
Section 14(a) rules and regulations, however, include provisions specifically related to
Funds, including certain particularized disclosure requirements set forth in Item 22 of
Schedule 14A under the 1934 Act.
Rule 20a-1 is intended to ensure that investors in Fund securities are provided with
appropriate information upon which to base informed decisions regarding the actions for
which Funds solicit proxies. Without rule 20a-1, Fund issuers would not be required to
comply with the rules and regulations adopted under Section 14(a) of the 1934 Act, which
are applicable to non-Fund issuers, including the provisions relating to the form of proxy
and disclosure in proxy statements.
The staff currently estimates that approximately 1,333 proxy statements are filed by
Funds annually. Based on staff estimates and information from the industry, the staff

-3estimates that the average annual burden associated with the preparation and submission
of proxy statements is 85 hours per response, for a total annual burden of 113,305 hours
(1,333 responses x 85 hours per response = 101,660). In addition, the staff estimates the
costs for purchased services, such as outside legal counsel, proxy statement mailing, and
proxy tabulation services, to be approximately $30,000 per proxy solicitation.
Rule 20a-1 does not involve any recordkeeping requirements. Providing the
information required by the rule is mandatory and information provided under the rule
will not be kept confidential.
An agency may not conduct or sponsor, and a person is not required to respond to a
collection of information unless it displays a currently valid control number.
The public may view the background documentation for this information collection
at the following website, www.reginfo.gov. Comments should be directed to: (i) Desk
Officer for the Securities and Exchange Commission, Office of Information and Regulatory
Affairs, Office of Management and Budget, Room 10102, New Executive Office Building,
Washington, DC 20503, or by sending an e-mail to: [email protected] ; and
(ii) 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]. Comments must be submitted to OMB within 30 days of
this notice.

Vanessa A. Countryman
Acting Secretary
June 18, 2019

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