```

[Federal Register Volume 89, Number 243 (Wednesday, December 18, 2024)]
[Notices]
[Pages 103012-103013]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-29913]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-275, OMB Control No. 3235-0235]

Proposed Collection; Comment Request; Extension: Rule 17a-8

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. 3501-3520), 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 17a-8 (17 CFR 270.17a-8) under the Investment Company Act of 
1940 (the ``Act'') (15 U.S.C. 80a-1 et seq.) is entitled ``Mergers of 
affiliated companies.'' Rule 17a-8 exempts certain mergers and similar 
business combinations (``mergers'') of affiliated registered investment 
companies (``funds'') from prohibitions under section 17(a) of the Act 
(15 U.S.C. 80a-17(a)) on purchases and sales between a fund and its 
affiliates. The rule requires fund directors to consider certain issues 
and to record their findings in board minutes. The rule requires the 
directors of any fund merging with an unregistered entity to approve 
procedures for the valuation of assets received from that entity. These 
procedures must provide for the preparation of a report by an 
independent evaluator that sets forth the fair value of each such asset 
for which market quotations are not readily available. The rule also 
requires a fund being acquired to obtain approval of the merger 
transaction by a majority of its outstanding voting securities, except 
in certain situations, and requires any surviving fund to preserve 
written records describing the merger and its terms for six years after 
the merger (the first two in an easily accessible place).
    The average annual burden of meeting the requirements of rule 17a-8 
is estimated to be 7 hours for each fund. The Commission staff 
estimates that

[[Page 103013]]

each year approximately 200 funds rely on the rule. The estimated total 
average annual burden for all respondents therefore is 1,400 hours.
    The average cost burden of preparing a report by an independent 
evaluator in a merger with an unregistered entity is estimated to be 
$16,180. The average net cost burden of obtaining approval of a merger 
transaction by a majority of a fund's outstanding voting securities is 
estimated to be $131,302. The Commission staff estimates that each year 
approximately 24 funds hold shareholder votes that would not otherwise 
have held a shareholder vote. The total annual cost burden of meeting 
these requirements is estimated to be $3,151,248.
    The estimates of average burden hours and average cost burdens are 
made solely for the purposes of the Paperwork Reduction Act, and are 
not derived from a comprehensive or even a representative survey or 
study. 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 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 February 18, 2025.
    Please direct your written comments to: Austin Gerig, Director/
Chief Data Officer, Securities and Exchange Commission, c/o Tanya 
Ruttenberg, 100 F Street NE, Washington, DC 20549 or send an email to: 
[email protected].

    Dated: December 12, 2024.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-29913 Filed 12-17-24; 8:45 am]
BILLING CODE 8011-01-P
```