
[Federal Register: July 20, 2010 (Volume 75, Number 138)]
[Notices]               
[Page 42176]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr20jy10-113]                         

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

 
Submission for OMB Review; Comment Request

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

Approval of Existing Information Collection:
    Rule 17a-8, SEC File No. 270-225,OMB, Control No. 3235-0235.

    Notice is hereby given that, pursuant to the Paperwork Reduction 
Act of 1995 (44 U.S.C. 3501-3520), 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.
    Rule 17a-8 (17 CFR 270.17a-8) under the Investment Company Act of 
1940 (the ``Act'') (15 U.S.C. 80a) is entitled ``Mergers of affiliated 
companies.'' Rule 17a-8 exempts certain mergers and similar business 
combinations (``mergers'') of affiliated registered investment 
companies (``funds'') from prohibitions under section 17(a) of the Act 
(15 U.S.C. 80a-17(a)) on purchases and sales between a fund and its 
affiliates. The rule requires fund directors to consider certain issues 
and to record their findings in board minutes. The rule requires the 
directors of any fund merging with an unregistered entity to approve 
procedures for the valuation of assets received from that entity. These 
procedures must provide for the preparation of a report by an 
independent evaluator that sets forth the fair value of each such asset 
for which market quotations are not readily available. The rule also 
requires a fund being acquired to obtain approval of the merger 
transaction by a majority of its outstanding voting securities, except 
in certain situations, and requires any surviving fund to preserve 
written records describing the merger and its terms for six years after 
the merger (the first two in an easily accessible place).
    The average annual burden of meeting the requirements of rule 17a-8 
is estimated to be 7 hours for each fund. The Commission staff 
estimates that each year approximately 610 funds rely on the rule. The 
estimated total average annual burden for all respondents therefore is 
4270 hours.
    This estimate represents a decrease of 2170 hours from the prior 
estimate of 6440 hours. The decrease results from a change in the 
methodology used to estimate the number of mergers between affiliated 
funds or fund portfolios.
    The average cost burden of preparing a report by an independent 
evaluator in a merger with an unregistered entity is estimated to be 
$15,000. The average net cost burden of obtaining approval of a merger 
transaction by a majority of a fund's outstanding voting securities is 
estimated to be $80,000. The Commission staff estimates that each year 
approximately 0 mergers with unregistered entities occur and 
approximately 15 funds hold shareholder votes that would not otherwise 
have held a shareholder vote to comply with state law. The total annual 
cost burden of meeting these requirements is estimated to be 
$1,200,000.
    The estimates of average burden hours and average cost burdens are 
made solely for the purposes of the Paperwork Reduction Act, and are 
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.
    Please direct general comments regarding the above information to 
the following persons: (i) Desk Officer for the Securities and Exchange 
Commission, Office of Management and Budget, Room 10102, New Executive 
Office Building, Washington, DC 20503 or send an e-mail to Shagufta 
Ahmed at Shagufta_Ahmed@omb.eop.gov; and (ii) Charles Boucher, 
Director/CIO, 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. Comments must be submitted to OMB within 
30 days of this notice.

    Dated: July 14, 2010.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-17641 Filed 7-19-10; 8:45 am]
BILLING CODE 8010-01-P

