

[Federal Register: January 7, 2008 (Volume 73, Number 4)]
[Notices]               
[Page 1236-1238]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr07ja08-57]                         

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SECURITIES AND EXCHANGE COMMISSION

 
Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of Investor Education and Advocacy, Washington, DC 
20549-0213.

Extension:
    Rule 10f-3; SEC File No. 270-237; OMB Control No. 3235-0226.

    Notice is hereby given that, pursuant to the Paperwork Reduction 
Act of 1995 (44 U.S.C. 3501-3520), the Securities and Exchange 
Commission (``Commission'') is soliciting comments on the collections 
of information discussed below. The Commission plans to submit this 
existing collection of information to the Office of Management and 
Budget (``OMB'') for extension and approval.

[[Page 1237]]

    Section 10(f) of the Investment Company Act of 1940 (15 U.S.C. 80a) 
(the ``Act'') prohibits a registered investment company (``fund'') from 
purchasing any security during an underwriting or selling syndicate if 
the fund has certain relationships with a principal underwriter for the 
security. Congress enacted this provision in 1940 to protect funds and 
their shareholders by preventing underwriters from ``dumping'' 
unmarketable securities on affiliated funds.
    Rule 10f-3 permits a fund to engage in a securities transaction 
that otherwise would violate section 10(f) if, among other things: (i) 
Each transaction affected under the rule is reported on Form N-SAR; 
(ii) the fund's directors have approved procedures for purchases made 
in reliance on the rule, regularly review fund purchases to determine 
whether they comply with these procedures, and approve necessary 
changes to the procedures; and (iii) a written record of each 
transaction affected under the rule is maintained for six years, the 
first two of which in an easily accessible place.\1\ The written record 
must state: (i) From whom the securities were acquired; (ii) the 
identity of the underwriting syndicate's members; (iii) the terms of 
the transactions; and (iv) the information or materials on which the 
fund's board of directors has determined that the purchases were made 
in compliance with procedures established by the board.
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    \1\ 17 CFR 270.10f-3.
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    The rule also conditionally allows managed portions of fund 
portfolios to purchase securities offered in otherwise off-limits 
primary offerings. To qualify for this exemption, rule 10f-3 requires 
that the subadviser that is advising the purchaser be contractually 
prohibited from providing investment advice to any other portion of the 
fund's portfolio and consulting with any other of the fund's advisers 
that is a principal underwriter or affiliated person of a principal 
underwriter concerning the fund's securities transactions.
    These requirements provide a mechanism for fund boards to oversee 
compliance with the rule. The required recordkeeping facilitates the 
Commission staff's review of rule 10f-3 transactions during routine 
fund inspections and, when necessary, in connection with enforcement 
actions.
    The staff estimates that approximately 350 funds engage in a total 
of approximately 4,400 rule 10f-3 transactions each year.\2\ Rule 10f-3 
requires that the purchasing fund create a written record of each 
transaction that includes, among other things, from whom the securities 
were purchased and the terms of the transaction. The staff estimates 
\3\ that it takes an average fund approximately 30 minutes per 
transaction and approximately 2,200 hours \4\ in the aggregate to 
comply with this portion of the rule.
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    \2\ These estimates are based on staff extrapolations from 
filings with the Commission.
    \3\ Unless stated otherwise, the information collection burden 
estimates contained in this Supporting Statement are based on 
conversations between the staff and representatives of funds.
    \4\ This estimate is based on the following calculation: (30 
minutes x 4,400 = 2,200 hours).
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    The funds also must maintain and preserve these transactional 
records in accordance with the rule's recordkeeping requirement, and 
the staff estimates that it takes a fund approximately 20 minutes per 
transaction and that annually, in the aggregate, funds spend 
approximately 1,467 hours \5\ to comply with this portion of the rule.
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    \5\ This estimate is based on the following calculations: (20 
minutes x 4,400 transactions = 88,000 minutes; 88,000 minutes / 60 = 
1,467 hours).
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    In addition, fund boards must, no less than quarterly, examine each 
of these transactions to ensure that they comply with the fund's 
policies and procedures. The information or materials upon which the 
board relied to come to this determination also must be maintained and 
the staff estimates that it takes a fund 1 hour per quarter and, in the 
aggregate, approximately 1,400 hours \6\ annually to comply with this 
rule requirement.
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    \6\ This estimate is based on the following calculation: (1 hour 
per quarter x 4 quarters x 350 funds = 1,400 hours).
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    The staff estimates that reviewing and revising as needed written 
procedures for rule 10f-3 transactions takes, on average for each fund, 
two hours of a compliance attorney's time per year.\7\ Thus, annually, 
in the aggregate, the staff estimates that funds spend a total of 
approximately 700 hours \8\ on monitoring and revising rule 10f-3 
procedures.
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    \7\ These averages take into account the fact that in most 
years, fund attorneys and boards spend little or no time modifying 
procedures and in other years, they spend significant time doing so.
    \8\ This estimate is based on the following calculation: (350 
funds x 2 hours = 700 hours).
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    Based on an analysis of fund filings, the staff estimates that 
approximately 600 fund portfolios enter into subadvisory agreements 
each year.\9\ Based on discussions with industry representatives, the 
staff estimates that it will require approximately 3 attorney hours to 
draft and execute additional clauses in new subadvisory contracts in 
order for funds and subadvisers to be able to rely on the exemptions in 
rule 10f-3. Because these additional clauses are identical to the 
clauses that a fund would need to insert in their subadvisory contracts 
to rely on rules 12d3-1, 17a-10, and 17e-1, and because we believe that 
funds that use one such rule generally use all of these rules, we 
apportion this 3 hour time burden equally to all four rules. Therefore, 
we estimate that the burden allocated to rule 10f-3 for this contract 
change would be 0.75 hours.\10\ Assuming that all 600 funds that enter 
into new subadvisory contracts each year make the modification to their 
contract required by the rule, we estimate that the rule's contract 
modification requirement will result in 450 burden hours annually.\11\
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    \9\ The use of subadvisers has grown rapidly over the last 
several years, with approximately 600 portfolios that use 
subadvisers registering between December 2005 and December 2006. 
Based on information in Commission filings, we estimate that 31 
percent of funds are advised by subadvisers.
    \10\ This estimate is based on the following calculation (3 
hours / 4 rules = .75 hours).
    \11\ These estimates are based on the following calculations: 
(0.75 hours x 600 portfolios = 450 burden hours).
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    The staff estimates, therefore, that rule 10f-3 imposes an 
information collection burden of 6,217 hours.\12\ This estimate does 
not include the time spent filing transaction reports on Form N-SAR, 
which is encompassed in the information collection burden estimate for 
that form.
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    \12\ This estimate is based on the following calculation: (2,200 
hours + 1,467 hours + 1,400 hours + 700 hours + 450 hours = 6,217 
total burden hours).
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    Written comments are invited on: (a) Whether the collections of 
information are 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 burdens 
of the collections of information; (c) ways to enhance the quality, 
utility, and clarity of the information collected; and (d) ways to 
minimize the burdens of the collections 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 R. Corey Booth, Director/
Chief Information Officer, Securities and Exchange Commission, C/O 
Shirley Martinson, 6432 General Green Way, Alexandria, VA, 22312; or 
send an e-mail to: PRA_Mailbox@sec.gov.


[[Page 1238]]


    Dated: December 27, 2007.
Nancy M. Morris,
Secretary.
[FR Doc. E8-3 Filed 1-4-08; 8:45 am]

BILLING CODE 8011-01-P
