81682 Federal Register / Vol. 75, No. 248 / Tuesday, December 28, 2010 / Notices 

1 15 U.S.C. 80a–17(a). 

2 44 U.S.C. 3501. 

1The rule sets forth minimum reserve amounts 

and guidelines for the management and 

disbursement of the assets in the account. Rule 

27d–1(j) directs depositors and principal 

underwriters annually to make an accounting of 

their segregated trust accounts on Form N–27D–1, 

which is filed with the Commission. The form 

requires depositors and principal underwriters to 

report deposits to a segregated trust account, 

including those made pursuant to paragraphs (c) 

and (e) of the rule. Withdrawals pursuant to 

paragraph (f) of the rule also must be reported. In 

addition, the form solicits information regarding the 

minimum amount required to be maintained under 

paragraphs (d) and (e) of rule 27d–1. 

securities or other property to or from, 

the fund or any company that the fund 

controls.1 Rule 17a–6 (17 CFR 270.17a– 

6) permits a fund and a ‘‘portfolio 

affiliate’’ (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 

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’’).2

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 staff discussions with fund 

representatives, we estimate that funds 

currently do not rely on the exemption 

from the term ‘‘financial interest’’ with 

respect to 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. Accordingly, we estimate that 

annually there will be no principal 

transactions under rule 17a–6 that will 

result in a collection of information. 

The Commission requests 

authorization to maintain an inventory 

of one burden hour to ease future 

renewals of rule 17a–6’s collection of 

information analysis should funds rely 

on this exemption to the term ‘‘financial 

interest’’ as defined in rule 17a–6. 

The estimate of burden hours is made 

solely for the purposes of the Paperwork 

Reduction Act. 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 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 agency’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 Thomas Bayer/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

6432 General Green Way, Alexandria, 

VA 22312; or send an e-mail to: 

PRA_Mailbox@sec.gov. 

Dated: December 20, 2010. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–32518 Filed 12–27–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of Investor 

Education and Advocacy, 

Washington, DC 20549–0213. 

Extension: Rule 27d–2; SEC File No. 270– 

500; OMB Control No. 3235–0566. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 350l et seq.), the Securities 

and Exchange Commission (the 

‘‘Commission’’) is soliciting comments 

on the collections of information under 

the Investment Company Act of 1940 

(15 U.S.C. 80a) (‘‘Act’’) summarized 

below. The Commission plans to submit 

these collections of information to the 

Office of Management and Budget for 

approval. 

Rule 27d–2 (17 CFR 270.27d–2) is 

entitled ‘‘Insurance Company 

Undertaking in Lieu of Segregated Trust 

Account.’’ Rule 27d–1 (17 CFR 270.27d– 

1) under the Act requires the depositor 

or principal underwriter for an issuer of 

periodic payment plans to deposit funds 

into a segregated trust account to 

provide assurance of its ability to fulfill 

its refund obligations under sections 

27(d) and 27(f) of the Act.1 Rule 27d– 

2 provides an exemption from rule 27d– 

1 under the Act for depositors or 

principal underwriters for the issuers of 

periodic payments plans. In order to 

comply with the rule: (i) The depositor 

or principal underwriter must secure 

from an insurance company a written 

guarantee of the refund requirements; 

(ii) the insurance company must satisfy 

certain financial criteria; and (iii) the 

depositor or principal underwriter must 

file as an exhibit to the issuer’s 

registration statement, a copy of the 

written undertaking, an annual 

statement that the insurance company 

has met the requisite financial criteria 

on a monthly basis, and an annual 

audited balance sheet. 

Rule 27d–2, which was explicitly 

authorized by statute, provides 

assurance that depositors and principal 

underwriters of issuers have access to 

sufficient cash to meet the demands of 

certificate holders who reconsider their 

decisions to invest in a periodic 

payment plan. The information 

collection requirement in rule 27d–2 

enables the Commission to monitor 

compliance with insurance company 

undertaking requirements. 


emcdonald on DSK2BSOYB1PROD with NOTICES
Federal Register / Vol. 75, No. 248 / Tuesday, December 28, 2010 / Notices 81683 

Effective October 27, 2006, the 

Military Personnel Financial Services 

Protection Act banned the issuance or 

sale of new periodic payment plans. 

Accordingly, the staff estimates that 

there is no longer any information 

collection burden associated with rule 

27d–2. For administrative purposes, 

however, we are requesting approval for 

an information collection burden of one 

hour per year. This estimate of burden 

hours is not derived from a 

comprehensive or even a representative 

survey or study of the costs of 

Commission rules and forms. 

Complying with the collection of 

information requirements of rule 27d–2 

is mandatory for depositors or principal 

underwriters of issuers of periodic 

payment plans who rely on the rule for 

an exemption from complying with rule 

27d–1 and filing Form N–27D–1. The 

information provided pursuant to rule 

27d–2 is public and, therefore, 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 collection of information is 

necessary for the proper performance of 

the functions of the Commission, 

including whether the information has 

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 Thomas Bayer, Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

6432 General Green Way, Alexandria, 

VA 22312; or send an e-mail to: 

PRA_Mailbox@sec.gov. 

December 20, 2010 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–32520 Filed 12–27–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Rule 425; OMB Control No. 3235–0521; 

SEC File No. 270–462] 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of Investor 

Education and Advocacy, 

Washington, DC 20549–0213. 

Extension: Rule 425, OMB Control No. 3235– 

0521, SEC File No. 270–462. 

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 the 

request for extension of the previously 

approved collection of information 

discussed below. 

Rule 425 (17 CFR 230.425) under the 

Securities Act of 1933 (15 U.S.C. 77a et 

seq.) requires the filing of certain 

prospectuses and communications 

under Rule 135 (17 CFR 230.135) and 

Rule 165 (17 CFR 230.165) in 

connection with business combination 

transactions. The purpose of the rule is 

to permit more oral and written 

communications with shareholders 

about tender offers, mergers and other 

business combination transactions on a 

more timely basis, so long as the written 

communications are filed on the date of 

first use. The information provided 

under Rule 425 is made available to the 

public upon request. Also, the 

information provided under Rule 425 is 

mandatory. Approximately 1,680 issuers 

file communications under Rule 425 at 

an estimated 0.25 hours per response for 

a total of 420 annual burden hours. 

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 Web site, 

http://www.reginfo.gov. Written 

comments regarding the above 

information should be directed to the 

following persons: (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 send an email to: Shagufta_Ahmed@omb.eop.gov; 

and (ii) Thomas Bayer, Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 6432 General Green Way, 

Alexandria, Virginia 22312; or send email to: PRA_Mailbox@sec.gov. 

Comments must be submitted to OMB 

within 30 days of this notice. 

Dated: December 20, 2010. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–32553 Filed 12–27–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of Investor 

Education and Advocacy, 

Washington, DC 20549–0213. 

Extension: Rule 12d3–1, SEC File No. 270– 

504, OMB Control No. 3235–0561. 

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’’) is soliciting comments 

on the collections of information 

summarized below. The Commission 

plans to submit these existing 

collections of information to the Office 

of Management and Budget (‘‘OMB’’) for 

extension and approval. 

Section 12(d)(3) of the Investment 

Company Act of 1940 (15 U.S.C. 80a) 

generally prohibits registered 

investment companies (‘‘funds’’), and 

companies controlled by funds, from 

purchasing securities issued by a 

registered investment adviser, broker, 

dealer, or underwriter (‘‘securitiesrelated businesses’’). Rule 12d3–1 

(‘‘Exemption of acquisitions of securities 

issued by persons engaged in securities 

related businesses’’ (17 CFR 270.12d3– 

1)) permits a fund to invest up to five 

percent of its assets in securities of an 

issuer deriving more than fifteen 

percent of its gross revenues from 

securities-related businesses, but a fund 

may not rely on rule 12d3–1 to acquire 

securities of its own investment adviser 

or any affiliated person of its own 

investment adviser. 

A fund may, however, rely on an 

exemption in rule 12d3–1 to acquire 

securities issued by its subadvisers in 

circumstances in which the subadviser 

would have little ability to take 

advantage of the fund, because it is not 

in a position to direct the fund’s 

securities purchases. The exemption in 

rule 12d3–1(c)(3) is available if (i) the 

subadviser is not, and is not an affiliated 

person of, an investment adviser that 


emcdonald on DSK2BSOYB1PROD with NOTICES