Federal Register / Vol. 89, No. 33 / Friday, February 16, 2024 / Notices 12385 

1Although the rules under Section 8(b) of the 

Investment Company Act are generally procedural 

in nature, two of the rules require respondents to 

disclose some limited information. Rule 8b–3 (17 

CFR 270.8b–3) provides that whenever a 

registration form requires the title of securities to 

be stated, the registrant must indicate the type and 

general character of the securities to be issued. Rule 

8b–22 (17 CFR 270.8b–22) provides that if the 

existence of control is open to reasonable doubt, the 

registrant may disclaim the existence of control, but 

it must state the material facts pertinent to the 

possible existence of control. The information 

required by both of these rules is necessary to 

ensure that investors have clear and complete 

information upon which to base an investment 

decision. 

1See Securities Exchange Act Release No. 98 

(Feb. 12, 1935). 

2See Securities Exchange Act Release No. 7011 

(Feb. 5, 1963), 28 FR 1506 (Feb. 16, 1963). 

3See Securities Exchange Act Release No. 52029 

(Jul. 14, 2005), 70 FR 42456 (Jul. 22, 2005). 

4The staff notes that a few of these 24 registered 

national securities exchanges only have rules to 

permit the listing of standardized options, which 

are exempt from Rule 12d2–2 under the Act. 

Nevertheless, the staff counted national securities 

exchanges that can only list options as potential 

respondents because these exchanges could 

potentially adopt new rules, subject to Commission 

approval under Section 19(b) of the Act, to list and 

trade equity and other securities that have to 

comply with Rule 12d2–2 under the Act. Notice 

Continued 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–135, OMB Control No. 

3235–0176] 

Submission for OMB Review; 

Comment Request; Extension: Rules 

8b–1 to 8b–5; 8b–10 to 8b–22; and 8b– 

25 to 8b–31 

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. 

Rules 8b–1 to 8b–5; 8b–10 to 8b–22; 

and 8b–25 to 8b–31 (‘‘rules under 

Section 8(b)’’) (17 CFR 270.8b–1 to 8b– 

31) under the Investment Company Act 

of 1940 (15 U.S.C. 80a–1 et seq.) 

(‘‘Investment Company Act’’) set forth 

the procedures for preparing and filing 

a registration statement under the 

Investment Company Act. These 

procedures are intended to facilitate the 

registration process. These rules 

generally do not require respondents to 

report information.1

The Commission believes that it is 

appropriate to estimate the total 

respondent burden associated with 

preparing each registration statement 

form rather than attempt to isolate the 

impact of the procedural instructions 

under Section 8(b) of the Investment 

Company Act, which impose burdens 

only in the context of the preparation of 

the various registration statement forms. 

Accordingly, the Commission is not 

submitting a separate burden estimate 

for the rules under Section 8(b), but 

instead will include the burden for 

these rules in its estimates of burden for 

each of the registration forms under the 

Investment Company Act. The 

Commission is, however, submitting an 

hourly burden estimate of one hour for 

administrative purposes. 

The collection of information under 

the rules under Section 8(b) is 

mandatory. The information provided 

under the rules under Section 8(b) is not 

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. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice by March 18, 2024 to (i) 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov and (ii) David Bottom, 

Director/Chief Information Officer, 

Securities and Exchange Commission, c/ 

o John Pezzullo, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: February 13, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–03271 Filed 2–15–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–86, OMB Control No. 

3235–0080] 

Proposed Collection; Comment 

Request; Extension: Rule 12d2–2 and 

Form 25 

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 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collections of information 

provided for in Rule 12d2–2 (17 CFR 

240.12d2–2) and Form 25 (17 CFR 

249.25) under the Securities Exchange 

Act of 1934 (15 U.S.C. 78a et seq.). The 

Commission plans to submit these 

existing collections of information to the 

Office of Management and Budget 

(‘‘OMB’’) for extension and approval. 

On February 12, 1935, the 

Commission adopted Rule 12d2–2 1 and 

Form 25, under the Securities Exchange 

Act of 1934 (‘‘Act’’), to establish the 

conditions and procedures under which 

a security may be delisted from an 

exchange and withdrawn from 

registration under Section 12(b) of the 

Act.2 The Commission adopted 

amendments to Rule 12d2–2 and Form 

25 in 2005.3 Under the amended Rule 

12d2–2, all issuers and national 

securities exchanges seeking to delist 

and deregister a security in accordance 

with the rules of an exchange must file 

the adopted version of Form 25 with the 

Commission. The Commission also 

adopted amendments to Rule 19d–1 

under the Act to require exchanges to 

file the adopted version of Form 25 as 

notice to the Commission under section 

19(d) of the Act. Finally, the 

Commission adopted amendments to 

exempt standardized options and 

security futures products from section 

12(d) of the Act. These amendments 

were intended to simplify the 

paperwork and procedure associated 

with a delisting and to unify general 

rules and procedures relating to the 

delisting process. 

Form 25 is useful because it informs 

the Commission and members of the 

public that a security previously traded 

on an exchange is no longer traded. In 

addition, Form 25 enables the 

Commission to verify that the delisting 

and/or deregistration has occurred in 

accordance with the rules of the 

exchange. Further, Form 25 helps to 

focus the attention of delisting issuers to 

make sure that they abide by the proper 

procedural and notice requirements 

associated with a delisting and/or a 

deregistration. Without Rule 12d2–2 

and Form 25, as applicable, the 

Commission would be unable to fulfill 

its statutory responsibilities. 

There are 24 national securities 

exchanges that could possibly be 

respondents complying with the 

requirements of Rule 12d2–2 and Form 

25.4 The burden of complying with Rule 


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