Federal Register 30-Day Notice

20251118_3235-0564_2025-20179_90 FR 51799_30-Day Submission Notice.pdf.pdf

Rule 17a-6, Exemption for Transactions with Portfolio Affiliates

Federal Register 30-Day Notice

OMB: 3235-0564

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Federal Register / Vol. 90, No. 220 / Tuesday, November 18, 2025 / Notices
and that such documents be available
for examination by the Commission.
There are 38 entities required to
comply with the rule: 28 national
securities exchanges, 1 national
securities association, 8 registered
clearing agencies, and the Municipal
Securities Rulemaking Board. The
Commission staff estimates that the
average number of hours necessary for
compliance with the requirements of
Rule 17a–1 by each entity is 52 hours
per year. In addition, 3 national
securities exchanges notice-registered
pursuant to Section 6(g) of the Act (15
U.S.C. 78f(g)) are required to preserve
records of determinations made under
Rule 3a55–1 under the Act (17 CFR
240.3a55–1), which the Commission
staff estimates will take 1 hour per
exchange per year, for a total of 3 hours
per year. Accordingly, the Commission
staff estimates that the total number of
hours necessary to comply with the
requirements of Rule 17a–1 is 1,979
hours per year.
The collection of information is
mandatory and is kept confidential as
permitted by the Freedom of
Information Act (5 U.S.C. 552 et seq).
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.
The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202507-3235-021
or email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice, by
December 19, 2025.
Dated: November 14, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–20182 Filed 11–17–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0033]

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Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Rule 17a–3
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities

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and Exchange Commission (SEC or
‘‘Commission’’) is submitting to the
Office of Management and Budget
(‘‘OMB’’) this request for an extension of
the proposed collection of information
in Rule 17a–3.
Rule 17a–3, 17 CFR 240.17a–3, under
the Securities Exchange Act of 1934
establishes minimum standards with
respect to business records that brokerdealers registered with the Commission
must make and keep current. These
records are maintained by the brokerdealer (in accordance with a separate
rule), so they can be used by the brokerdealer and reviewed by Commission
examiners, as well as other regulatory
authority examiners, during inspections
of the broker-dealer.
The collections of information
included in Rule 17a–3 are necessary to
enable the Commission, self-regulatory
organization (‘‘SRO’’), and state
examiners to conduct effective and
efficient examinations to determine
whether broker-dealers are complying
with relevant laws, rules, and
regulations. If broker-dealers were not
required to create these baseline,
standardized records, Commission,
SRO, and state examiners could be
unable to determine whether brokerdealers are in compliance with the
Commission’s antifraud and antimanipulation rules, financial
responsibility program, and other
Commission, SRO, and State laws, rules,
and regulations.
The collection of information is
mandatory and is confidential subject to
the provisions of the Freedom of
Information Act (5 U.S.C. 552).
As of December 31, 2024 there were
3,342 broker-dealers registered with the
Commission. The Commission estimates
that these broker-dealer respondents
incur a total hour burden of
approximately 9,818,416 hours per year
to comply with Rule 17a–3.
In addition, Rule 17a–3 contains
ongoing operation and maintenance
costs for broker-dealers, including the
cost of postage to provide customers
with account information, and costs for
equipment and systems development.
The Commission estimates that the total
cost burden associated with Rule 17a–
3 would be approximately $138,852,510
per year.
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.
The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202507-3235-017
email comment to

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51799

MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice, by
December 19, 2025.
Dated: November 14, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–20180 Filed 11–17–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0564]

Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Rule 17a–6
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission (the
‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for extension of the
previously approved collection of
information discussed below.
Section 17(a) of the Investment
Company Act of 1940 (the ‘‘Act’’)
generally prohibits affiliated persons of
a registered investment company
(‘‘fund’’) from borrowing money or other
property from, or selling or buying
securities or other property to or from,
the fund or any company that the fund
controls. Rule 17a–6 (17 CFR 270.17a–
6) permits a fund, or a company
controlled by the fund, and a ‘‘portfolio
affiliate’’ of the fund (a company that is
an affiliated person of the fund because
the fund controls the company, or holds
five percent or more of the company’s
outstanding voting securities) to engage
in principal transactions that would
otherwise be prohibited under section
17(a) of the Act under certain
conditions. A fund may not rely on the
exemption in the rule to enter into a
principal transaction with a portfolio
affiliate if certain prohibited
participants (e.g., directors, officers,
employees, or investment advisers of
the fund) have a financial interest in a
party to the transaction. Rule 17a–6
specifies certain interests that are not
‘‘financial interests,’’ including any
interest that the fund’s board of
directors (including a majority of the
directors who are not interested persons
of the fund) finds to be not material. A
board making this finding is required to

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Federal Register / Vol. 90, No. 220 / Tuesday, November 18, 2025 / Notices

record the basis for the finding in its
meeting minutes. This recordkeeping
requirement is a collection of
information under the Paperwork
Reduction Act of 1995 (‘‘PRA’’).
The rule is designed to permit
transactions between funds and their
portfolio affiliates in circumstances in
which it is unlikely that the affiliate
would be in a position to take advantage
of the fund. In determining whether a
financial interest is ‘‘material,’’ the
board of the fund should consider
whether the nature and extent of the
interest in the transaction is sufficiently
small that a reasonable person would
not believe that the interest affected the
determination of whether to enter into
the transaction or arrangement or the
terms of the transaction or arrangement.
The information collection requirements
in rule 17a–6 are intended to ensure that
Commission staff can review, in the
course of its compliance and
examination functions, the basis for a
board of director’s finding that the
financial interest of an otherwise
prohibited participant in a party to a
transaction with a portfolio affiliate is
not material.
Based on public filings made with the
Commission, we estimate that annually
326 funds and their series (collectively,
‘‘funds’’) may rely on rule 17a–6 to
engage in otherwise prohibited
transactions under section 17(a) of the
1940 Act. This estimate is based on
publicly available Form N–CEN filings.
For the purposes of this PRA extension,
we assume that each of these funds has
engaged in one transaction per reporting
period and that in thirty percent of
those transactions a prohibited
participant will have a financial interest
in a party to the transaction that the
board of directors of the affected
investment company will consider for
purposes of determining whether that
financial interest is material. We
therefor estimate that annually 98 funds
made a board determination that
resulted in a paperwork burden
pursuant to rule 17a–6.
We estimate that compliance with the
recordkeeping requirement for rule 17a–
6 will impose a burden of .2 hours (12
minutes) in clerical and computer
operator costs for each transaction for
which there is a paperwork burden.
Additionally, we are now estimating
that rule 17a–6 will impose a burden of
.5 hours for the board of directors to
determine and document the basis of
the materiality of a financial interest.
Therefore, we estimate 69 burden hours
to be associated with rule 17a–6
requirements annually, with an
associated internal cost of $282,681.

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The estimate of burden hours and
burden costs is made solely for the
purposes of the PRA. The estimate is not
derived from a comprehensive or even
a representative survey or study of the
costs of Commission rules. Complying
with this collection of information
requirement is necessary to obtain the
benefit of relying on rule 17a–6. 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.
Written comments are invited on: (a)
whether this proposed collection of
information is necessary for the proper
performance of the functions of the SEC,
including whether the information will
have practical utility; (b) the accuracy of
the SEC’s estimate of the burden
imposed by the proposed collection of
information, including the validity of
the methodology and the assumptions
used; (c) ways to enhance the quality,
utility, and clarity of the information to
be collected; and (d) ways to minimize
the burden of the collection of
information on respondents, including
through the use of automated, electronic
collection techniques or other forms of
information technology.
The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202508-3235-001
or email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice, by
December 19, 2025.
Dated: November 14, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–20179 Filed 11–17–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0383]

Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Form F–7—Registration Statement

(‘‘OMB’’) this request for extension of
the previously approved collection of
information discussed below.
Form F–7 (17 CFR 239.37) is a
registration statement under the
Securities Act of 1933 (15 U.S.C. 77a et
seq.) used to register securities that are
offered for cash upon the exercise of
rights granted to a registrant’s existing
security holders to purchase or
subscribe such securities. The
information collected is intended to
ensure the adequacy of information
available to investors in connection
with securities offerings. The
information required by Form F–7 is
mandatory, and Form F–7 is publicly
available on the Commission’s
Electronic Data Gathering, Analysis, and
Retrieval (‘‘EDGAR’’) system. We
estimate that Form F–7 is filed once per
year by an average of 3 respondents
annually. We estimate that Form F–7
has a burden of 1 hour per response for
an estimated annual reporting burden of
3 hours (1 hour per response × 3
responses annually). We further
estimate that Form F–7 has a cost
burden of $1,800 per response for an
estimated annual cost burden of $5,400
($1,800 per response × 3 responses
annually).
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.
The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202507-3235-009
or send an email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice by
December 19, 2025.
Dated: November 14, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–20178 Filed 11–17–25; 8:45 am]
BILLING CODE 8011–01–P

Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736.
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget

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