Federal Register 30-Day Notice

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Federal Register / Vol. 91, No. 20 / Friday, January 30, 2026 / Notices

transaction.38 FINRA agrees that a
capitalization transaction occurring
before the issuer has material assets
would be deemed to occur at or above
NAV.
Non-Convertible Preferred Securities
The ABA was generally supportive of
treating non-convertible or nonexchangeable preferred securities the
same as non-convertible or nonexchangeable debt or derivative
instruments.39 However, the ABA
sought clarification that reliance on this
exclusion in the Notice Proposal would
not be prohibited where the otherwise
non-convertible preferred securities
convert into the class of securities to be
sold to the public as part of a
recapitalization or other reorganization
in preparation for an IPO. FINRA views
this comment as beyond the scope of the
proposed rule change.

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Changes To Improve Operation of the
Rule
The ABA was generally supportive of
this proposed change, however the ABA
suggested further clarification in the
rule text defining ‘‘tail fee.’’ 40 FINRA
does not think it is necessary to define
‘‘tail fee,’’ as ‘‘tail fee’’ is a commonly
understood term and FINRA does not
define other fees under the rule (e.g.,
termination fees, rights of first refusal).
As FINRA stated in the Notice Proposal,
tail fees provide compensation in the
event of a subsequent financing from
investors introduced by a member,
following the termination of an
agreement. Moreover, FINRA would
review these fees based on the facts and
circumstances of how they are
structured.
Rule 5123
Several commenters, including
SIFMA and ADISA, supported the Rule
5123 amendments in the Notice
Proposal. However, Intellivest suggested
that FINRA include all accredited
investors under Rule 5123’s filing
exemption.41 FINRA notes that the
overwhelming majority of private
placements are sold to accredited
investors only. During 2022–2024, less
than 4% of the private placements filed
under Rule 5123 permitted sales to nonaccredited investors. FINRA does not
believe exempting review and oversight
of the vast majority of private
placements, including those that are
offered and sold to all accredited
investors, would be appropriate. First,
38 See

IPA letter.
ABA letter.
40 See supra note 39.
41 See Intellivest letter.
39 See

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retail accredited investors generally do
not have the same level of
sophistication and expertise as
institutional accredited investors.
Second, exempting review and oversight
of the vast majority of private
placements could impede FINRA’s
ability to detect misconduct in the
private placement market, increasing
risk exposure to retail investors. Third,
FINRA notes that there are proposals in
Congress and the SEC regarding the
definition of accredited investor that we
will monitor and consider in relation to
Rule 5123 as they develop.
Intellivest also suggested that FINRA
provide a safe harbor for a member that
has a written agreement with another
member to submit on its behalf the
required 5123 filing, so a member would
not need to follow up to ensure the
other firm has met its filing obligations.
FINRA views this comment as beyond
the scope of the proposed rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period (i)
as the Commission may designate up to
90 days of such date if it finds such
longer period to be appropriate and
publishes its reasons for so finding or
(ii) as to which the self-regulatory
organization consents, the Commission
will:
(A) by order approve or disapprove
such proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
FINRA–2026–002 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–FINRA–2026–002. This file
number should be included on the

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subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the filing will
be available for inspection and copying
at the principal office of FINRA. Do not
include personal identifiable
information in submissions; you should
submit only information that you wish
to make available publicly. We may
redact in part or withhold entirely from
publication submitted material that is
obscene or subject to copyright
protection. All submissions should refer
to File Number SR–FINRA–2026–002
and should be submitted on or before
February 20, 2026.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.42
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026–01825 Filed 1–29–26; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0766]

Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Rule 17a–14 and Form CRS
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 (’’SEC’’ or
‘‘Commission’’) is submitting to the
Office of Management and Budget
(‘‘OMB’’) this request for extension of
the proposed collection of information
provided for in Rule 17a–14 (17 CFR
240.17a–14) and Form CRS (17 CFR
249.640), under the Securities Exchange
Act of 1934 (15 U.S.C. 78a et seq.).
Rule 17a–14 and Form CRS require a
broker-dealer that offers services to
retail investors to prepare and file with
the Commission through WebCRD, post
to the broker-dealer’s website (if it has
one), and deliver to retail investors a
relationship summary. The relationship
summary can assist retail investors in
making an informed choice about
whether to hire or retain a broker-dealer,
42 17

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Federal Register / Vol. 91, No. 20 / Friday, January 30, 2026 / Notices
as well as what types of accounts and
services are appropriate for their needs.
The information that must be
collected pursuant to Rule 17a–14 and
Form CRS is necessary to provide
broker-dealer retail customers,
prospective retail customers, and the
Commission with information about the
relationships and services the firm
offers to retail investors, fees and costs
that the retail investor will pay, specific
conflicts of interest and standards of
conduct, legal or disciplinary history,
and how to obtain additional
information about the firm. The
Commission uses the information to
manage its regulatory and examination
programs. Retail investors can use the
information required in the relationship
summary to determine whether to hire
or retain a broker-dealer, as well as what
types of accounts and services are
appropriate for their needs. The
information will therefore help establish
a framework that protects investors and
promotes efficiency, competition, and
capital formation.
The aggregate annual hour burden for
all respondents to comply with the
information collection requirements of
Rule 17a–14 and Form CRS is estimated
to be approximately 7,424,299 hours per
year. Under Rule 17a–14 and Form CRS,
respondents will also incur cost
burdens. The aggregate annual initial
cost burden for all respondents is
estimated to be approximately $142,554
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=202511-3235-004
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
March 2, 2026.
Dated: January 28, 2026.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026–01889 Filed 1–29–26; 8:45 am]
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SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
35918; 812–15958]

Carillon Series Trust and Carillon
Tower Advisers, Inc.
January 27, 2026.

Securities and Exchange
Commission (‘‘Commission’’ or ‘‘SEC’’).
ACTION: Notice.
AGENCY:

Notice of an application under
Section 6(c) of the Investment Company
Act of 1940 (‘‘Act’’) for an exemption
from Section 15(c) of the Act.
SUMMARY OF APPLICATION: The requested
exemption would permit a Trust’s board
of trustees to approve new sub-advisory
agreements and material amendments to
existing sub- advisory agreements
without complying with the in-person
meeting requirement of Section 15(c) of
the Act.
APPLICANTS: Carillon Series Trust and
Carillon Tower Advisers, Inc.
FILING DATES: The application was filed
on December 18, 2025.
HEARING OR NOTIFICATION OF HEARING:
An order granting the requested relief
will be issued unless the Commission
orders a hearing. Interested persons may
request a hearing on any application by
emailing the SEC’s Secretary at
[email protected] and serving
the Applicants with a copy of the
request by email, if an email address is
listed for the relevant Applicant below,
or personally or by mail, if a physical
address is listed for the relevant
Applicant below. The email should
include the file number referenced
above. Hearing requests should be
received by the Commission by 5:30
p.m., Eastern time, on February 23,
2026, and should be accompanied by
proof of service on the Applicants, in
the form of an affidavit or, for lawyers,
a certificate of service. Pursuant to rule
0–5 under the Act, hearing requests
should state the nature of the writer’s
interest, any facts bearing upon the
desirability of a hearing on the matter,
the reason for the request, and the issues
contested. Persons who wish to be
notified of a hearing may request
notification by emailing the
Commission’s Secretary.
ADDRESSES: The Commission:
[email protected]. Applicants:
Susan L. Walzer, Carillon Series Trust,
[email protected], with a
copy to: Kathy Kresch Ingber, Esq., K&L
Gates LLP, [email protected].
FOR FURTHER INFORMATION CONTACT:
Trace W. Rakestraw, Senior Special

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4129

Counsel, at (202) 551–6825 (Division of
Investment Management, Chief
Counsel’s Office).
SUPPLEMENTARY INFORMATION: For
Applicants’ representations, legal
analysis, and conditions, please refer to
Applicants’ application, dated
December 18, 2025, which may be
obtained via the Commission’s website
by searching for the file number at the
top of this document, or for an
Applicant using the Company name
search field, on the SEC’s EDGAR
system. The SEC’s EDGAR system may
be searched at https://www.sec.gov/
search-filings.
You may also call the SEC’s Office of
Investor Education and Advocacy at
(202) 551–8090.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026–01829 Filed 1–29–26; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0444]

Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Rule 10b–10
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 (‘‘SEC’’ or
‘‘Commission’’) is submitting to the
Office of Management and Budget
(‘‘OMB’’) this request for extension of
the proposed collection of information
provided for in Rule 10b–10 (17 CFR
240.10b–10) under the Securities and
Exchange Act of 1934 (15 U.S.C. 78a et
seq.).
Rule 10b–10 requires broker-dealers
to disclose specified information to
customers regarding their securities
transactions. The information required
by the rule includes the date and time
of the transaction, the identity and
number of shares bought or sold, and
whether the broker-dealer acts as agent
for the customer or as principal for its
own account. In addition, depending on
whether the broker-dealer acts as agent
for the customer or as principal for its
own account, the rule requires the
disclosure of commissions and, under

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