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 (“SEC” or “Commission”) is soliciting comments on the proposed collection of information described below.

Section 12(d)(1) of the Investment Company Act of 1940 (the “Act”) (15 U.S.C. 80a-12(d)(1)) limits the ability of a fund to invest substantially in securities issued by another fund.^[1] Rule 12d1-4 (17 CFR 270.12d1-4), however, permits certain registered funds and business development companies (“BDCs”) (together, funds, and those acquiring shares of other funds in reliance on the rule, “acquiring funds”) that satisfy certain conditions to acquire shares of other certain registered funds and BDCs (together “acquired funds”) in excess of the limits of section 12(d)(1) of the Act without obtaining an exemptive order from the Commission.^[2] These conditions, described in more detail below, include requirements that constitute a collection of information. These are all recordkeeping-type requirements. Under rule 12d1-4, a fund relying on the rule must maintain certain records documenting the fund's compliance with the rule for a period of not less than five years, the first two years in an easily accessible place.^[3]

This collection of information is voluntary because rule 12d1-4 is an exemptive rule and, therefore, funds may choose not to rely on the rule. The purpose of the information collection requirement in rule 12d1-4 is to ensure both that the concerns that led Congress to adopt section 12(d)(1) are mitigated and that funds relying upon the rule as an exemption from that section comply with the rule's requirements.

The following estimates of average internal burden hours are made solely for purposes of the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.) and are not derived from a comprehensive or even representative survey or study of the cost of Commission rules and forms.

Voting Provisions. With respect to voting provisions, Commission staff estimates that 562 acquiring funds will be subject to the requirements in rule 12d1-4(b)(ii).^[4] Staff estimates that 550 of these funds will utilize mirror voting and that 12 of these funds will utilize pass-through voting.⁵

As described in Table 1 above, combining the estimates for the mirror voting and pass-through voting calculations, staff estimates that 562 funds will spend a total of 3,700 hours complying with the voting provisions of the rule.

Fund of Funds Investment Agreements. With respect to the fund of funds investment agreement provisions, Commission staff estimates that 14,533 funds that do not have the same investment adviser are subject to the requirement to enter into an agreement prior to the purchase of acquired fund shares in excess of section 12(d)(1)'s limits.^[6] Commission staff estimates, however, that the majority of affected funds have already complied with this requirement and staff assumes that, absent structured data to further calculate, 727 funds (5% of affected funds) would be newly subject to the rule on an annual basis.^[7]

As described in Table 2 above, staff estimates that 14,533 affected funds will spend a total of 193,300 hours complying with the fund of funds investment agreement provisions of the rule.

Management Companies—Fund Filings. With respect to the management company fund finding provisions, Commission staff estimates that 3,278 acquired management companies will be subject to rule 12d1-4.^[8] Commission ( printed page 58494) staff further estimates that 5,477 acquiring management companies will be subject to rule 12d1-4.^[9] This results in 8,755 management companies being subject to rule 12d1-4.^[10]

As described in Table 3 above, staff estimates that 8,755 management companies will spend a total of 157,600 hours conducting evaluations and creating, reviewing, and maintaining written materials pursuant to the rule.

UITs—Principal Underwriter or Depositor Evaluations. With respect to the UIT principal underwriter or depositor evaluations, Commission staff estimates that 551 acquiring UITs will be subject to rule 12d1-4.^[11]

As described in Table 4 above, staff estimates that 551 UITs will spend a total of 2,800 hours conducting evaluations and creating, reviewing, and maintaining written materials pursuant to the rule.

Separate Accounts Funding Variable Insurance Contracts. With respect to the separate account funding variable insurance contracts, Commission staff estimate that 184 acquiring separate accounts will be subject to rule 12d1-4.^[12]

As described in Table 5 above, staff estimate that 184 separate accounts will spend a total of 700 hours obtaining certificates and maintaining records pursuant to the rule.

The table below summarizes the annual response and burden hour estimates for rule 12d1-4: ( printed page 58495)

The following estimates of external costs are made solely for purposes of the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.) and are not derived from a comprehensive or even representative survey or study of the cost of Commission rules and forms.

Voting Provisions. The staff estimates that, on average, outside counsel will spend 1 hour per vote conducting voting procedures with respect to mirror voting at a cost of $774 per hour. Staff therefore estimate an annual external cost burden of $430,000 with respect to mirror voting.^[13] Staff further estimate that, with respect to pass-through voting, outside counsel will spend 1 hour to assist funds in communicating with shareholders and voting accordingly at a rate of $774 per hour. Staff therefore estimate an annual external cost burden of $10,000 with respect to pass-through voting.^[14] Accordingly, staff estimates a total annual external cost of $440,000 ($430,000 + $10,000) for compliance with the voting provisions of the rule.

Fund of Funds Investment Agreement. Staff estimate that, on average, for funds newly subject to the rule, outside counsel will spend 2 hours negotiating and memorializing the necessary agreements under the rule at a cost of $774 per hour. Staff further estimate that, on average, for funds newly subject to the rule, outside counsel will spend 4 hours establishing recordkeeping policies and procedures. Accordingly, staff estimates total annual external costs of $3,380,000 for compliance with the fund of funds investment agreement provisions of the rule.^[15]

Management Companies—Fund Filings. It is estimated that there is no external cost burden with respect to the management company findings provisions of the rule.

UITs—Principal Underwriter or Depositor Evaluations. It is estimated that there is no external cost burden with respect to the UIT evaluation provisions of the rule.

Separate Accounts Funding Variable Insurance Contracts. It is estimated that there is no external cost burden with respect to the separate account certification provisions of the rule.

Table 6—Estimated Additional Cost Burden

Additional information collections (“ICs”)	Annual hour burden	Wage rate 1	Requested total estimated annual additional cost burden
Mirror voting information collections [requirement type = recordkeeping] See Table 1 supra	1 hour × 550 responses = 550 hours	$774	$430,000 2
Pass-through voting information collections [requirement type = recordkeeping] See Table 1 supra	1 hour × 12 responses = 12 hours	774	$10,000 3
Negotiating and memorializing necessary agreements, and associated recordkeeping (for newly affected funds) [requirement type = recordkeeping] See Table 2 supra	6 hours × 727 responses = 4,362 hours	774	$3,380,000 4
Total estimated additional cost burden			$3,820,000 (requested total estimated additional cost burden)
Notes
1. To calculate the occupational hourly rates used in this release, the Commission uses occupational mean hourly wage data from the Occupational Employment and Wage Statistics (OEWS) program of the Bureau of Labor Statistics (BLS) for “Securities, Commodity Contracts, and Other Financial Investments and Related Activities” (NAICS 523)+. See Occupational Employment and Wage Statistics, U.S. BUREAU OF LABOR STATISTICS, www.bls.gov/​oes/​; see also Standard Occupational Classification, U.S. BUREAU OF LABOR STATISTICS, www.bls.gov/​soc/​ (describing occupational classification system used by BLS); EXEC. OFF. OF THE PRESIDENT, OFF. OF MGMT. & BUDGET, NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM (2022), available at www.census.gov/​naics/​reference_​files_​tools/​2022_​NAICS_​Manual.pdf (describing the industry classification system used by BLS and other agencies). The mean hourly wage for each occupation is adjusted for changes in the seasonally adjusted employment cost index for private wages and salaries between the data reference period and when the data are released by BLS. See Employment Cost Index, U.S. BUREAU OF LABOR STATISTICS, www.bls.gov/​eci/​. The adjusted mean hourly wage is then multiplied by a factor that accounts for nonwage costs borne by employers, such as bonuses, benefits, and overhead. This factor is calculated as an average over the 10 most recently available years of data of the ratio of the Bureau of Economic Analysis's annual gross output data for NAICS 523 to total annual wages across all occupations for NAICS 523 in the OEWS data. See Gross Output by Industry, U.S. BUREAU OF ECONOMIC ANALYSIS, www.bea.gov/​data/​industries/​gross-output-by-industry; Occupational Employment and Wage Statistics, U.S. BUREAU OF LABOR STATISTICS, www.bls.gov/​oes/​. The final product is the occupational hourly rate. See generally UPDATED METHODOLOGY FOR CALCULATING OCCUPATIONAL HOURLY RATES (Dec. 19, 2025), available at www.sec.gov/​files/​method-occupational-hourly-rates.pdf.
2. See supra footnote 13.
3. See supra footnote 14.
4. See supra footnote 15.

As described in Table 6 above, we estimate the total external cost burden to comply with rule 12d1-4 to be $3,820,000.

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 this proposed collection of information is necessary for the proper performance of the functions of the SEC, including whether the information will have practical utility; (b) the accuracy of the SEC's estimate of the burden imposed by the proposed collection of information, including the validity of ( printed page 58496) the methodology and the assumptions used; (c) ways to enhance the quality, utility, and clarity of the information to be collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated, electronic collection techniques or other forms of information technology.

Please direct your written comments on this 60-Day Collection Notice to Austin Gerig, Director/Chief Data Officer, Securities and Exchange Commission, c/o Tanya Ruttenberg via email to PaperworkReductionAct@sec.gov by November 16, 2026.