53538 Federal Register / Vol. 82, No. 220 / Thursday, November 16, 2017 / Notices 

1 15 U.S.C. 80a. 

2For example, fund directors must approve 

investment advisory and distribution contracts. See 

15 U.S.C. 80a–15(a), (b), and (c). 

3 Investment Company Act Release No. 4 (Oct. 29, 

1940) (5 FR 4316 (Oct. 31, 1940)). Note that rule 0– 

1 was originally adopted as rule N–1. 

4The relevant exemptive rules are: Rule 10f–3 (17 

CFR 270.10f–3), rule 12b–1 (17 CFR 270.12b–1), 

rule 15a–4(b)(2) (17 CFR 270.15a–4(b)(2)), rule 17a– 

7 (17 CFR 270.17a–7), rule 17a–8 (17 CFR 270.17a– 

8), rule 17d–1(d)(7) (17 CFR 270.17d–1(d)(7)), rule 

17e–1(c) (17 CFR 270.17e–1(c)), rule 17g–1 (17 CFR 

270.17g–1), rule 18f–3 (17 CFR 270.18f–3), and rule 

23c–3 (17 CFR 270.23c–3). 

5See Role of Independent Directors of Investment 

Companies, Investment Company Act Release No. 

24816 (Jan. 2, 2001) (66 FR 3735 (Jan. 16, 2001)). 

6A ‘‘control person’’ is any person—other than a 

fund—directly or indirectly controlling, controlled 

by, or under common control, with any of the 

fund’s management organizations. See 17 CFR 

270.01(a)(6)(iv)(B). 

7Based on statistics compiled by Commission 

staff, we estimate that there are approximately 3,453 

funds that could rely on one or more of the 

exemptive rules (this figure reflects the three-year 

average of open-end and closed-end funds (3,349) 

and business development companies (104)). Of 

those funds, we assume that approximately 90 

The estimated total annual burden for 

all 4,029 funds subject to the rule 

therefore is approximately 28,203,000 

hours. Based on conversations with 

fund representatives, however, the 

Commission staff estimates that even 

absent the requirements of rule 31a–1, 

90 percent of the records created 

pursuant to the rule are the type that 

generally would be created as a matter 

of normal business practice and to 

prepare financial statements. Thus, the 

Commission staff estimates that the total 

annual burden associated with rule 31a– 

1 is 2,820,300 hours. 

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act, and is 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 requested 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(s) 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 Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O Remi 

Pavlik-Simon, 100 F Street NE., 

Washington, DC 20549; or send an email 

to: PRA_Mailbox@sec.gov. 

Dated: November 9, 2017. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–24751 Filed 11–15–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736 

Extension: 

Rule 0–1, SEC File No. 270–472, OMB 

Control No. 3235–0531 

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 a 

request for extension of the previous 

approved collection of information 

discussed below. 

The Investment Company Act of 1940 

(the ‘‘Act’’) 1 establishes a 

comprehensive framework for regulating 

the organization and operation of 

investment companies (‘‘funds’’). A 

principal objective of the Act is to 

protect fund investors by addressing the 

conflicts of interest that exist between 

funds and their investment advisers and 

other affiliated persons. The Act places 

significant responsibility on the fund 

board of directors in overseeing the 

operations of the fund and policing the 

relevant conflicts of interest.2

In one of its first releases, the 

Commission exercised its rulemaking 

authority pursuant to sections 38(a) and 

40(b) of the Act by adopting rule 0–1 (17 

CFR 270.0–1).3 Rule 0–1, as 

subsequently amended on numerous 

occasions, provides definitions for the 

terms used by the Commission in the 

rules and regulations it has adopted 

pursuant to the Act. The rule also 

contains a number of rules of 

construction for terms that are defined 

either in the Act itself or elsewhere in 

the Commission’s rules and regulations. 

Finally, rule 0–1 defines terms that 

serve as conditions to the availability of 

certain of the Commission’s exemptive 

rules. More specifically, the term 

‘‘independent legal counsel,’’ as defined 

in rule 0–1, sets out conditions that 

funds must meet in order to rely on any 

of ten exemptive rules (‘‘exemptive 

rules’’) under the Act.4

The Commission amended rule 0–1 to 

include the definition of the term 

‘‘independent legal counsel’’ in 2001.5

This amendment was designed to 

enhance the effectiveness of fund boards 

of directors and to better enable 

investors to assess the independence of 

those directors. The Commission also 

amended the exemptive rules to require 

that any person who serves as legal 

counsel to the independent directors of 

any fund that relies on any of the 

exemptive rules must be an 

‘‘independent legal counsel.’’ This 

requirement was added because 

independent directors can better 

perform the responsibilities assigned to 

them under the Act and the rules if they 

have the assistance of truly independent 

legal counsel. 

If the board’s counsel has represented 

the fund’s investment adviser, principal 

underwriter, administrator (collectively, 

‘‘management organizations’’) or their 

‘‘control persons’’ 6 during the past two 

years, rule 0–1 requires that the board’s 

independent directors make a 

determination about the adequacy of the 

counsel’s independence. A majority of 

the board’s independent directors are 

required to reasonably determine, in the 

exercise of their judgment, that the 

counsel’s prior or current representation 

of the management organizations or 

their control persons was sufficiently 

limited to conclude that it is unlikely to 

adversely affect the counsel’s 

professional judgment and legal 

representation. Rule 0–1 also requires 

that a record for the basis of this 

determination is made in the minutes of 

the directors’ meeting. In addition, the 

independent directors must have 

obtained an undertaking from the 

counsel to provide them with the 

information necessary to make their 

determination and to update promptly 

that information when the person begins 

to represent a management organization 

or control person, or when he or she 

materially increases his or her 

representation. Generally, the 

independent directors must re-evaluate 

their determination no less frequently 

than annually. 

Any fund that relies on one of the 

exemptive rules must comply with the 

requirements in the definition of 

‘‘independent legal counsel’’ under rule 

0–1. We assume that approximately 

3,108 funds rely on at least one of the 

exemptive rules annually.7 We further 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
Federal Register / Vol. 82, No. 220 / Thursday, November 16, 2017 / Notices 53539 

percent (3,108) actually rely on at least one 

exemptive rules annually. 

8We assume that the independent directors of the 

remaining two-thirds of those funds will choose not 

to have counsel, or will rely on counsel who has 

not recently represented the fund’s management 

organizations or control persons. In both 

circumstances, it would not be necessary for the 

fund’s independent directors to make a 

determination about their counsel’s independence. 

9The estimated hourly wages used in this PRA 

analysis were derived from the Securities Industry 

and Financial Markets Association Reports on 

Management and Professional Earnings in the 

Securities Industry (2013) (modified to account for 

an 1800-hour work year and multiplied by 5.35 to 

account for bonuses, firm size, employee benefits 

and overhead) (adjusted for inflation), and Office 

Salaries in the Securities Industry (2013) (modified 

to account for an 1800-hour work year and 

multiplied by 2.93 to account for bonuses, firm size, 

employee benefits and overhead) (adjusted for 

inflation). 

10 (518 × $292/hour) + (259 × $66/hour) = 

$168,350. 

1A company might not be prepared to elect to be 

subject to Sections 55 through 65 of the 1940 Act 

because its capital structure or management 

compensation plan is not yet in compliance with 

the requirements of those sections. 

assume that the independent directors 

of approximately one-third (1,036) of 

those funds would need to make the 

required determination in order for their 

counsel to meet the definition of 

independent legal counsel.8 We 

estimate that each of these 1,036 funds 

would be required to spend, on average, 

0.75 hours annually to comply with the 

recordkeeping requirement associated 

with this determination, for a total 

annual burden of approximately 777 

hours. Based on this estimate, the total 

annual cost for all funds’ compliance 

with this rule is approximately 

$168,350. To calculate this total annual 

cost, the Commission staff assumed that 

approximately two-thirds of the total 

annual hour burden (518 hours) would 

be incurred by a compliance manager 

with an average hourly wage rate of 

$292 per hour,9 and one-third of the 

annual hour burden (259 hours) would 

be incurred by compliance clerk with an 

average hourly wage rate of $66 per 

hour.10

These burden hour estimates are 

based upon the Commission staff’s 

experience and discussions with the 

fund industry. The estimates of average 

burden hours are made solely for the 

purposes of the Paperwork Reduction 

Act. These estimates are not derived 

from a comprehensive or even a 

representative survey or study of the 

costs of Commission rules. 

Compliance with the collection of 

information requirements of the rule is 

mandatory and is necessary to comply 

with the requirements of the rule in 

general. 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, 

www.reginfo.gov. Comments should be 

directed to: (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 by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

100 F Street NE., Washington, DC 20549 

or send an email to: PRA_Mailbox@

sec.gov. Comments must be submitted to 

OMB within 30 days of this notice. 

Dated: November 9, 2017. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–24755 Filed 11–15–17; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736 

Extension: 

Form N–6F; SEC File No. 270–185, OMB 

Control No. 3235–0238 

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 a 

request for extension of the previously 

approved collection of information 

discussed below. 

The title for the collection of 

information is ‘‘Form N–6F (17 CFR 

274.15), Notice of Intent to Elect to be 

Subject to Sections 55 through 65 of the 

Investment Company Act of 1940.’’ The 

purpose of Form N–6F is to notify the 

Commission of a company’s intent to 

file a notification of election to become 

subject to Sections 55 through 65 of the 

Investment Company Act of 1940 (15 

U.S.C. 80a–1 et seq.) (‘‘1940 Act’’). 

Certain companies may have to make a 

filing with the Commission before they 

are ready to elect to be regulated as a 

business development company.1 A 

company that is excluded from the 

definition of ‘‘investment company’’ by 

Section 3(c)(1) because it has fewer than 

one hundred shareholders and is not 

making a public offering of its securities 

may lose such an exclusion solely 

because it proposes to make a public 

offering of securities as a business 

development company. Such company, 

under certain conditions, would not 

lose its exclusion if it notifies the 

Commission on Form N–6F of its intent 

to make an election to be regulated as 

a business development company. The 

company only has to file a Form N–6F 

once. 

The Commission estimates that on 

average approximately 12 companies 

file these notifications each year. Each 

of those companies need only make a 

single filing of Form N–6F. The 

Commission further estimates that this 

information collection imposes burden 

of 0.5 hours, resulting in a total annual 

PRA burden of 6 hours. Based on the 

estimated wage rate, the total cost to the 

industry of the hour burden for 

complying with Form N–6F would be 

approximately $2,070. 

The collection of information under 

Form N–6F is mandatory. The 

information provided under the form 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 the background 

documentation for this information 

collection at the following Web site, 

www.reginfo.gov. Comments should be 

directed to: (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 by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

100 F Street NE., Washington, DC 20549 

or send an email to: PRA_Mailbox@

sec.gov. Comments must be submitted to 

OMB within 30 days of this notice. 

Dated: November 9, 2017. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–24754 Filed 11–15–17; 8:45 am] 

BILLING CODE 8011–01–P 


asabaliauskas on DSKBBXCHB2PROD with NOTICES