[Federal Register Volume 87, Number 157 (Tuesday, August 16, 2022)]
[Notices]
[Pages 50361-50362]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-17528]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-507, OMB Control No. 3235-0563]


Submission for OMB Review; Comment Request; Extension: Rule 17a-
10

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.) (``PRA'') the Securities and Exchange 
Commission (``Commission'') has submitted to the Office of Management 
and Budget (``OMB'') a request for extension of the previously approved 
collection of information discussed below.
    Section 17(a) of the Investment Company Act of 1940 (15 U.S.C. 80a-
1 et seq.) (the ``Act''), generally prohibits affiliated persons of a 
registered investment company (``fund'') from borrowing money or other 
property from, or selling or buying securities or other property to or 
from, the fund or any company that the fund controls.\1\ Section 
2(a)(3) of the Act defines ``affiliated person'' of a fund to include 
its investment advisers.\2\ Rule 17a-10 (17 CFR 270.17a-10) permits (i) 
a subadviser \3\ of a fund to enter into transactions with funds the 
subadviser does not advise but that are affiliated persons of a fund 
that it does advise (e.g., other funds in the fund complex), and (ii) a 
subadviser (and its affiliated persons) to enter into transactions and 
arrangements with funds the subadviser does advise, but only with 
respect to discrete portions of the subadvised fund for which the 
subadviser does not provide investment advice.
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    \1\ 15 U.S.C. 80a-17(a).
    \2\ 15 U.S.C. 80a-2(a)(3)(E).
    \3\ As defined in rule 17a-10(b)(2). 17 CFR 270.17a-10(b)(2).
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    To qualify for the exemptions in rule 17a-10, the subadvisory 
relationship must be the sole reason why section 17(a) prohibits the 
transaction. In addition, the advisory contracts of the subadviser 
entering into the transaction, and any subadviser that is advising the 
purchasing portion of the fund, must prohibit the subadvisers from 
consulting with each other concerning securities transactions of the 
fund, and limit their responsibility to providing advice with respect 
to discrete portions of the fund's portfolio.\4\ This requirement 
regarding

[[Page 50362]]

the prohibitions and limitations in advisory contracts of subadvisors 
relying on the rule constitutes a collection of information under the 
PRA.\5\
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    \4\ 17 CFR 270.17a-10(a)(2).
    \5\ 44 U.S.C. 3501.
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    The staff assumes that all existing funds with subadvisory 
contracts amended those contracts to comply with the adoption of rule 
17a-10 in 2003, which conditioned certain exemptions upon these 
contractual alterations, and therefore there is no continuing burden 
for those funds.\6\ However, the staff assumes that all newly formed 
subadvised funds, and funds that enter into new contracts with 
subadvisers, will incur the one-time burden by amending their contracts 
to add the terms required by the rule.
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    \6\ Transactions of Investment Companies With Portfolio and 
Subadviser Affiliates, Investment Company Act Release No. 25888 
(Jan. 14, 2003) [68 FR 3153, (Jan. 22, 2003)]. We assume that funds 
formed after 2003 that intended to rely on rule 17a-10 would have 
included the required provision as a standard element in their 
initial subadvisory contracts.
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    Based on an analysis of fund filings, the staff estimates that 
approximately 314 funds enter into new subadvisory agreements each 
year.\7\ 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 
17a-10. Because these additional clauses are identical to the clauses 
that a fund would need to insert in their subadvisory contracts to rely 
on rules 10f-3 (17 CFR 270.10f-3), 12d3-1 (17 CFR 270.12d3-1), and 17e-
1 (17 CFR 270.17e-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 among all four rules. Therefore, we estimate that 
the burden allocated to rule 17a-10 for this contract change would be 
0.75 hours.\8\ Assuming that all 314 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 166 burden hours annually, with an 
associated cost of approximately $107,380.\9\
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    \7\ Based on data from form N-CEN filings, as of March 2022, 
there are 12,468 registered funds (open-end funds, closed-end funds, 
and exchange-traded funds), 4,870 funds of which have subadvisory 
relationships (approximately 39%). Based on Form N-1A and Form N-2 
filings, there were 806 new registered funds in 2020. 806 new funds 
x 39% = 314 funds.
    \8\ This estimate is based on the following calculation: 3 hours 
/ 4 rules = 0.75 hours.
    \9\ These estimates are based on the following calculations: 
(0.75 hours x 314 portfolios = 236 burden hours); ($455 per hour x 
236 hours = $107,380 total cost). The Commission's estimates 
concerning the wage rates for attorney time are based on salary 
information for the securities industry compiled by the Securities 
Industry and Financial Markets Association. The estimated wage 
figure is based on published rates for in-house attorneys, modified 
to account for a 1,800-hour work-year and inflation, and multiplied 
by 5.35 to account for bonuses, firm size, employee benefits, and 
overhead, yielding an effective hourly rate of $415. See Securities 
Industry and Financial Markets Association, Report on Management & 
Professional Earnings in the Securities Industry 2013.
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    The estimate of average burden hours is made solely for the 
purposes of the PRA. The estimate is not derived from a comprehensive 
or even a representative survey or study of the costs of Commission 
rules. Complying with this collection of information requirement is 
necessary to obtain the benefit of relying on rule 17a-10. Responses 
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.
    The public may view background documentation for this information 
collection at the following website: www.reginfo.gov. Find this 
particular information collection by selecting ``Currently under 30-day 
Review--Open for Public Comments'' or by using the search function. 
Written comments and recommendations for the proposed information 
collection should be sent within 30 days of publication of this notice 
by September 15, 2022 to (i) [email protected] 
and (ii) David Bottom, Director/Chief Information Officer, Securities 
and Exchange Commission, c/o John Pezzullo, 100 F Street NE, 
Washington, DC 20549, or by sending an email to: [email protected].

    Dated: August 10, 2022.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-17528 Filed 8-15-22; 8:45 am]
BILLING CODE 8011-01-P