[Federal Register Volume 89, Number 194 (Monday, October 7, 2024)]
[Notices]
[Page 81129]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-23151]



[[Page 81129]]

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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-132, OMB Control No. 3235-0158]


Proposed Collection; Comment Request; Extension: Rule 20a-1

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'') is soliciting comments on the 
collection of information summarized below. The Commission plans to 
submit this existing collection of information to the Office of 
Management and Budget for extension and approval.
    Rule 20a-1 (17 CFR 270.20a-1) was adopted under Section 20(a) of 
the Investment Company Act of 1940 (``1940 Act'') (15 U.S.C. 80a-20(a)) 
and concerns the solicitation of proxies, consents, and authorizations 
with respect to securities issued by registered investment companies 
(``Funds''). More specifically, rule 20a-1 under the 1940 Act (15 
U.S.C. 80a-1 et seq.) requires that the solicitation of a proxy, 
consent, or authorization with respect to a security issued by a Fund 
be in compliance with Regulation 14A (17 CFR 240.14a-1 et seq.), 
Schedule 14A (17 CFR 240.14a-101), and all other rules and regulations 
adopted pursuant to section 14(a) of the Securities Exchange Act of 
1934 (``1934 Act'') (15 U.S.C. 78n(a)). It also requires, in certain 
circumstances, a Fund's investment adviser or a prospective adviser, 
and certain affiliates of the adviser or prospective adviser, to 
transmit to the person making the solicitation the information 
necessary to enable that person to comply with the rules and 
regulations applicable to the solicitation. In addition, rule 20a-1 
instructs Funds that have made a public offering of securities and that 
hold security holder votes for which proxies, consents, or 
authorizations are not being solicited, to refer to section 14(c) of 
the 1934 Act (15 U.S.C. 78n(c)) and the information statement 
requirements set forth in the rules thereunder.
    The types of proposals voted upon by Fund shareholders include not 
only the typical matters considered in proxy solicitations made by 
operating companies, such as the election of directors, but also 
include issues that are unique to Funds, such as the approval of an 
investment advisory contract and the approval of changes in fundamental 
investment policies of the Fund. Through rule 20a-1, any person making 
a solicitation with respect to a security issued by a Fund must, 
similar to operating company solicitations, comply with the rules and 
regulations adopted pursuant to Section 14(a) of the 1934 Act. Some of 
those Section 14(a) rules and regulations, however, include provisions 
specifically related to Funds, including certain particularized 
disclosure requirements set forth in Item 22 of Schedule 14A under the 
1934 Act.
    Rule 20a-1 is intended to ensure that investors in Fund securities 
are provided with appropriate information upon which to base informed 
decisions regarding the actions for which Funds solicit proxies. 
Without rule 20a-1, Fund issuers would not be required to comply with 
the rules and regulations adopted under Section 14(a) of the 1934 Act, 
which are applicable to non-Fund issuers, including the provisions 
relating to the form of proxy and disclosure in proxy statements.
    The staff currently estimates that approximately 1,129 proxy 
statements are filed by Funds annually.\1\ Based on staff estimates and 
information from the industry, the staff estimates that the average 
annual burden associated with the preparation and submission of proxy 
statements is 85 hours per response, for a total annual burden of 
95,965 hours (1,129 responses x 85 hours per response = 95,965). In 
addition, the staff estimates the costs for purchased services, such as 
outside legal counsel, proxy statement mailing, and proxy tabulation 
services, to be approximately $30,000 per proxy solicitation.
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    \1\ This estimate is based on the three-year average of the 
number of proxies filed by registered investment companies.
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    Rule 20a-1 does not involve any recordkeeping requirements. 
Providing the information required by the rule is mandatory and 
information provided under the rule 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 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 Commission, including whether the information 
shall have 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 by December 6, 2024.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information under the PRA unless it 
displays a currently valid OMB control number.
    Please direct your written comments to: Austin Gerig, Director/
Chief Data Officer, Securities and Exchange Commission, c/o Oluwaseun 
Ajayi, 100 F Street NE, Washington, DC 20549 or send an email to: 
<a href="/cdn-cgi/l/email-protection#a6f6f4e7f9ebc7cfcac4c9dee6d5c3c588c1c9d0"><span class="__cf_email__" data-cfemail="9fcfcddec0d2fef6f3fdf0e7dfecfafcb1f8f0e9">[email protected]</span></a>.

    Dated: October 2, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-23151 Filed 10-4-24; 8:45 am]
BILLING CODE 8011-01-P


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