Rule 12d3-1 (17 CFR 270.12d3-1) under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) creates exemptions that allow registered investment companies ("funds") to acquire securities issued by persons engaged in securities-related businesses, which would otherwise be prohibited under Section 12(d)(3) of the Act. The rule permits funds to invest in companies that derive 15 percent or less of their gross revenues from securities activities without ownership limits, and allows investments in companies deriving more than 15 percent from securities activities subject to specific ownership caps (no more than 5 percent of any equity class, 10 percent of debt securities, and 5 percent of the fund's total assets in any single issuer), while prohibiting investments in securities issued by the fund's promoters, underwriters, investment advisers, or their affiliates, except for subadviser securities under strict conditions requiring advisory contract provisions that prevent consultation between subadvisers and limit their advisory responsibilities to discrete portfolio portions. The SEC needs this information to monitor compliance with these investment restrictions and ensure proper fund governance, using the collected data for regulatory oversight, examination, and enforcement purposes. This regulation primarily imposes recordkeeping requirements and internal governance obligations on investment companies, with information maintained for internal compliance purposes and made available to the SEC during examinations, while fund shareholders and the public benefit from the enhanced investor protections these restrictions provide.
US Code:
15 USC 80a
Name of Law: Investment Company Act of 1940
Rule 12d3-1 has a current annual burden of 214 hours. We estimate the hour burden associated with rule 12d3-1 has decreased to 37 hours due to a change in our estimate of the number of funds using subadvisers, for a total decrease of 177 hours. The external cost burden has not changed.
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Pamela Ellis 202 551-3506
No
On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).
The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:
(i) Why the information is being collected;
(ii) Use of information;
(iii) Burden estimate;
(iv) Nature of response (voluntary, required for a benefit, or mandatory);
(v) Nature and extent of confidentiality; and
(vi) Need to display currently valid OMB control number;
If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.
20250715_3235-0561_2025-13242_90 FR 31714_30-Day Submission Notice.pdf.pdf
Exemption of acquisitions of securities issued by persons engaged in securities related businesses