81 FR 12159 - Submission for OMB Review; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 45 (March 8, 2016)

Page Range		12159-12160
FR Document		2016-05044
Federal Register, Volume 81 Issue 45 (Tuesday, March 8, 2016)
[Federal Register Volume 81, Number 45 (Tuesday, March 8, 2016)]
[Notices]
[Pages 12159-12160]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-05044]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-297, OMB Control No. 3235-0336]


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-14.


[[Page 12160]]


    Notice is hereby given that, under the Paperwork Reduction Act of 
1995 (44 U.S.C. 3501 et seq.) (``Paperwork Reduction Act''), 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.
    Form N-14 (17 CFR 239.23) is the form for registration under the 
Securities Act of 1933 (15 U.S.C. 77a et seq.) (``Securities Act'') of 
securities issued by management investment companies registered under 
the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) 
(``Investment Company Act'') and business development companies as 
defined by Section 2(a)(48) of the Investment Company Act in: (1) A 
transaction of the type specified in rule 145(a) under the Securities 
Act (17 CFR 230.145(a)); (2) a merger in which a vote or consent of the 
security holders of the company being acquired is not required pursuant 
to applicable state law; (3) an exchange offer for securities of the 
issuer or another person; (4) a public reoffering or resale of any 
securities acquired in an offering registered on Form N-14; or (5) two 
or more of the transactions listed in (1) through (4) registered on one 
registration statement. The principal purpose of Form N-14 is to make 
material information regarding securities to be issued in connection 
with business combination transactions available to investors. The 
information required to be filed with the Commission permits 
verification of compliance with securities law requirements and assures 
the public availability and dissemination of such information. Without 
the registration statement requirement, material information may not 
necessarily be available to investors.
    We estimate that approximately 124 funds each file one new 
registration statement on Form N-14 annually, and that 68 funds each 
file one amendment to a registration statement on Form N-14 annually. 
Based on conversations with fund representatives, we estimate that the 
reporting burden is approximately 620 hours per respondent for a new 
Form N-14 registration statement and 300 hours per respondent for 
amending the Form N-14 registration statement. This time is spent, for 
example, preparing and reviewing the registration statements. 
Accordingly, we calculate the total estimated annual internal burden of 
responding to Form N-14 to be approximately 97,280 hours. In addition 
to the burden hours, based on conversations with fund representatives, 
we estimate that the total cost burden of compliance with the 
information collection requirements of Form N-14 is approximately 
$27,500 for preparing and filing an initial registration statement on 
Form N-14 and approximately $16,000 for preparing and filing an 
amendment to a registration statement on Form N-14. This includes, for 
example, the cost of goods and services purchased to prepare and update 
registration statements on Form N-14, such as for the services of 
outside counsel. Accordingly, we calculate the total estimated annual 
cost burden of responding to Form N-14 to be approximately $4,498,000.
    Estimates of the average burden hours are made solely for the 
purposes of the Paperwork Reduction Act and are not derived from a 
comprehensive or even representative survey or study of the costs of 
Commission rules and forms. The collection of information under Form N-
14 is mandatory. The information provided under Form N-14 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.
    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: 
[email protected]; 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: [email protected]. Comments must be submitted to OMB within 30 
days of this notice.

    Dated: March 1, 2016.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-05044 Filed 3-7-16; 8:45 am]
BILLING CODE 8011-01-P
Federal Register / Vol. 81, No. 45 / Tuesday, March 8, 2016 / Notices 12159

(d) Each Regulated Entity and each and subject to the other conditions set may be, in such Co-Investment
Affiliated Fund will bear its own forth in the application. Transaction. If any transaction fee is to
expenses in connection with any such 9. The Independent Directors of each be held by the Adviser pending
disposition. Regulated Entity will be provided consummation of the transaction, the
8. (a) If a Regulated Entity or an quarterly for review all information fee will be deposited into an account
Affiliated Fund desires to make a concerning Potential Co-Investment maintained by the Adviser at a bank or
Follow-On Investment in a portfolio Transactions and Co-Investment banks having the qualifications
company whose securities were Transactions, including investments prescribed in section 26(a)(1) of the Act,
acquired in a Co-Investment made by other Regulated Entities and and the account will earn a competitive
Transaction, the applicable Adviser the Affiliated Funds that the Regulated rate of interest that will also be divided
will: Entity considered but declined to pro rata among the participating
(i) notify each Regulated Entity that participate in, so that the Independent Regulated Entities and Affiliated Funds
participated in the Co-Investment Directors may determine whether all based on the amounts they invest in
Transaction of the proposed transaction investments made during the preceding such Co-Investment Transaction. None
at the earliest practical time; and quarter, including those investments of the Affiliated Funds, the Advisers,
(ii) formulate a recommendation as to which the Regulated Entity considered the other Regulated Entities or any
the proposed participation, including but declined to participate in, comply affiliated person of the Regulated
the amount of the proposed Follow-On with the conditions of the Order. In Entities or Affiliated Funds will receive
Investment, by each Regulated Entity. addition, the Independent Directors will additional compensation or
(b) A Regulated Entity may participate consider at least annually the continued remuneration of any kind as a result of
in such Follow-On Investment without appropriateness for the Regulated Entity or in connection with a Co-Investment
obtaining prior approval of the Required of participating in new and existing Co- Transaction (other than (a) in the case
Majority if: (i) The proposed Investment Transactions. of the Regulated Entities and the
participation of each Regulated Entity 10. Each Regulated Entity will Affiliated Funds, the pro rata
and each Affiliated Fund in such maintain the records required by section transaction fees described above and
investment is proportionate to its 57(f)(3) of the Act as if each of the fees or other compensation described in
outstanding investments in the issuer Regulated Entities were a business condition 2(c)(iii)(C); and (b) in the case
immediately preceding the Follow-On development company and each of the of the Advisers, investment advisory
Investment; and (ii) the Board of the investments permitted under these fees paid in accordance with the
Regulated Entity has approved as being conditions were approved by the agreements between the Advisers and
in the best interests of the Regulated Required Majority under section 57(f) of the Regulated Entities or the Affiliated
Entity the ability to participate in the Act. Funds).
Follow-On Investments on a pro rata 11. No Independent Director of a 14. If the Holders own in the aggregate
basis (as described in greater detail in Regulated Entity will also be a director, more than 25 percent of the Shares of
the application). In all other cases, the general partner, managing member or a Regulated Entity, then the Holders
Adviser will provide its written principal, or otherwise an ‘‘affiliated will vote such Shares as directed by an
recommendation as to the Regulated person’’ (as defined in the Act) of an independent third party when voting on
Entity’s participation to the Eligible Affiliated Fund. (a) the election of directors; (b) the
Directors, and the Regulated Entity will 12. The expenses, if any, associated removal of one or more directors; or (c)
participate in such Follow-On with acquiring, holding or disposing of all other matters under either the Act or
Investment solely to the extent that a any securities acquired in a Co- applicable State law affecting the
Required Majority determines that it is Investment Transaction (including, Board’s composition, size or manner of
in the Regulated Entity’s best interests. without limitation, the expenses of the
(c) If, with respect to any Follow-On election.
distribution of any such securities
Investment: registered for sale under the Securities
For the Commission, by the Division of
(i) the amount of a Follow-On Investment Management, under delegated
Act) will, to the extent not payable by authority.
Investment is not based on the
an Adviser under the investment Robert W. Errett,
Regulated Entities’ and the Affiliated
advisory agreements with the Regulated
Funds’ outstanding investments Deputy Secretary.
Entities and the Affiliated Funds, be
immediately preceding the Follow-On [FR Doc. 2016–05106 Filed 3–7–16; 8:45 am]
shared by the Affiliated Funds and the
Investment; and BILLING CODE 8011–01–P
(ii) the aggregate amount Regulated Entities in proportion to the
recommended by the Adviser to be relative amounts of the securities held
invested by each Regulated Entity in the or to be acquired or disposed of, as the
SECURITIES AND EXCHANGE
Follow-On Investment, together with case may be.
13. Any transaction fee 13 (including COMMISSION
the amount proposed to be invested by
the participating Affiliated Funds in the break-up or commitment fees but
excluding broker’s fees contemplated by [SEC File No. 270–297, OMB Control No.
same transaction, exceeds the amount of 3235–0336]
the opportunity; then the amount section 17(e) or 57(k) of the Act, as
invested by each such party will be applicable), received in connection with
Submission for OMB Review;
allocated among them pro rata based on a Co-Investment Transaction will be
asabaliauskas on DSK3SPTVN1PROD with NOTICES

Comment Request
each party’s capital available for distributed to the participating
investment in the asset class being Regulated Entities and Affiliated Funds Upon Written Request, Copies Available
allocated, up to the amount proposed to on a pro rata basis based on the amounts From: Securities and Exchange
be invested by each. they invested or committed, as the case Commission, Office of FOIA Services,
(d) The acquisition of Follow-On 100 F Street NE., Washington, DC
13 Applicants are not requesting and the staff is
Investments as permitted by this 20549–2736.
not providing any relief for transaction fees
condition will be considered a Co- received in connection with any Co-Investment Extension:
Investment Transaction for all purposes Transaction. Form N–14.

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12160 Federal Register / Vol. 81, No. 45 / Tuesday, March 8, 2016 / Notices

Notice is hereby given that, under the conversations with fund representatives, SECURITIES AND EXCHANGE
Paperwork Reduction Act of 1995 (44 we estimate that the total cost burden of COMMISSION
U.S.C. 3501 et seq.) (‘‘Paperwork compliance with the information
Reduction Act’’), the Securities and collection requirements of Form N–14 is [Release No. 34–77283; File No. SR-Phlx-
Exchange Commission (the approximately $27,500 for preparing 2016–30]
‘‘Commission’’) has submitted to the and filing an initial registration
Office of Management and Budget statement on Form N–14 and Self-Regulatory Organizations;
(‘‘OMB’’) a request for extension of the approximately $16,000 for preparing NASDAQ PHLX LLC; Notice of Filing
previously approved collection of and filing an amendment to a and Immediate Effectiveness of
information discussed below. Proposed Rule Change To Amend the
registration statement on Form N–14.
Form N–14 (17 CFR 239.23) is the Pricing Schedule
form for registration under the This includes, for example, the cost of
Securities Act of 1933 (15 U.S.C. 77a et goods and services purchased to prepare March 3, 2016.
seq.) (‘‘Securities Act’’) of securities and update registration statements on Pursuant to Section 19(b)(1) of the
issued by management investment Form N–14, such as for the services of Securities Exchange Act of 1934
companies registered under the outside counsel. Accordingly, we (‘‘Act’’) 1 and Rule 19b–4 thereunder,2
Investment Company Act of 1940 (15 calculate the total estimated annual cost notice is hereby given that on February
U.S.C. 80a–1 et seq.) (‘‘Investment burden of responding to Form N–14 to 26, 2016, NASDAQ PHLX LLC (‘‘Phlx’’
Company Act’’) and business be approximately $4,498,000. or the ‘‘Exchange’’) filed with the
development companies as defined by Estimates of the average burden hours Securities and Exchange Commission
Section 2(a)(48) of the Investment are made solely for the purposes of the (‘‘Commission’’) the proposed rule
Company Act in: (1) A transaction of the Paperwork Reduction Act and are not change as described in Items I and II
type specified in rule 145(a) under the derived from a comprehensive or even below, which Items have been prepared
Securities Act (17 CFR 230.145(a)); (2) a by the Exchange. The Commission is
representative survey or study of the
merger in which a vote or consent of the publishing this notice to solicit
costs of Commission rules and forms.
security holders of the company being comments on the proposed rule change
acquired is not required pursuant to The collection of information under
Form N–14 is mandatory. The from interested persons.
applicable state law; (3) an exchange
offer for securities of the issuer or information provided under Form N–14 I. Self-Regulatory Organization’s
another person; (4) a public reoffering or will not be kept confidential. An agency Statement of the Terms of Substance of
resale of any securities acquired in an may not conduct or sponsor, and a the Proposed Rule Change
offering registered on Form N–14; or (5) person is not required to respond to, a
The Exchange proposes to amend the
two or more of the transactions listed in collection of information unless it
Exchange’s Pricing Schedule to update
(1) through (4) registered on one displays a currently valid OMB control the Pricing Schedule in various ways,
registration statement. The principal number. (1) remove unnecessary rule text and
purpose of Form N–14 is to make The public may view the background footnotes; (2) update names of Nasdaq
material information regarding documentation for this information exchanges to reflect a recent name
securities to be issued in connection collection at the following Web site, change; (3) update the current
with business combination transactions definitions to add detail and rearrange
www.reginfo.gov. Comments should be
available to investors. The information rule text; and (4) rename the Payment
directed to: (i) Desk Officer for the
required to be filed with the for Order Flow Fee.
Commission permits verification of Securities and Exchange Commission,
compliance with securities law Office of Information and Regulatory The text of the proposed rule change
requirements and assures the public Affairs, Office of Management and is available on the Exchange’s Web site
availability and dissemination of such Budget, Room 10102, New Executive at http://
information. Without the registration Office Building, Washington, DC 20503, nasdaqomxphlx.cchwallstreet.com/, at
statement requirement, material or by sending an email to: Shagufta_ the principal office of the Exchange, and
information may not necessarily be Ahmed@omb.eop.gov; and (ii) Pamela at the Commission’s Public Reference
available to investors. Dyson, Director/Chief Information Room.
We estimate that approximately 124 Officer, Securities and Exchange II. Self-Regulatory Organization’s
funds each file one new registration Commission, c/o Remi Pavlik-Simon, Statement of the Purpose of, and
statement on Form N–14 annually, and 100 F Street NE., Washington, DC 20549 Statutory Basis for, the Proposed Rule
that 68 funds each file one amendment or send an email to: PRA_Mailbox@ Change
to a registration statement on Form N– sec.gov. Comments must be submitted to
14 annually. Based on conversations OMB within 30 days of this notice. In its filing with the Commission, the
with fund representatives, we estimate Exchange included statements
that the reporting burden is Dated: March 1, 2016. concerning the purpose of and basis for
approximately 620 hours per Robert W. Errett, the proposed rule change and discussed
respondent for a new Form N–14 Deputy Secretary. any comments it received on the
registration statement and 300 hours per [FR Doc. 2016–05044 Filed 3–7–16; 8:45 am] proposed rule change. The text of these
respondent for amending the Form N– statements may be examined at the
asabaliauskas on DSK3SPTVN1PROD with NOTICES

BILLING CODE 8011–01–P
14 registration statement. This time is places specified in Item IV below. The
spent, for example, preparing and Exchange has prepared summaries, set
reviewing the registration statements. forth in sections A, B, and C below, of
Accordingly, we calculate the total the most significant aspects of such
estimated annual internal burden of statements.
responding to Form N–14 to be
approximately 97,280 hours. In addition 1 15 U.S.C. 78s(b)(1).
to the burden hours, based on 2 17 CFR 240.19b–4.

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Document Created: 2018-02-02 15:10:15
Document Modified: 2018-02-02 15:10:15
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		81 FR 12159