60-day notice

89 FR 81129 (OMB 3235–0158).pdf

Rule 20a-1 under the Investment Company Act of 1940, Solicitation of Proxies, Consents and Authorizations

60-day notice

OMB: 3235-0158

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Federal Register / Vol. 89, No. 194 / Monday, October 7, 2024 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–132, OMB Control No.
3235–0158]

lotter on DSK11XQN23PROD with NOTICES1

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

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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 × 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.
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
1 This estimate is based on the three-year average
of the number of proxies filed by registered
investment companies.

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

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–101224; File No. SR–
NASDAQ–2024–016]

Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Designation of Longer Period for
Commission Action on Proceedings To
Determine Whether To Approve or
Disapprove Proposed Rule Change To
Increase Fees for Certain Market Data
and Connectivity Products and To
Maintain the Current Fees for Such
Products if Members Meet a Minimum
Average Daily Displayed Volume
Threshold
October 1, 2024.

On March 22, 2024, The Nasdaq Stock
Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’),1 and
Rule 19b–4 thereunder,2 a proposed rule
change (File Number SR–NASDAQ–
2024–016) to increase fees for certain
market data and connectivity products
and to maintain the current fees for such
products if members meet a minimum
average daily displayed volume
threshold (‘‘Proposal’’). The proposed
rule change was immediately effective
upon filing with the Commission
pursuant to Section 19(b)(3)(A) of the
1 15
2 17

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U.S.C. 78s(b)(1).
CFR 240.19b–4.

07OCN1


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