Agency Information Collection Activities; Proposed Collection; Comment Request; Extension: Rule 12d1-4

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September 15, 2026

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<title>Federal Register, Volume 91 Issue 177 (Tuesday, September 15, 2026)</title>
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[Federal Register Volume 91, Number 177 (Tuesday, September 15, 2026)]
[Notices]
[Pages 58492-58496]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-18817]

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SECURITIES AND EXCHANGE COMMISSION

[OMB Control No. 3235-0639]

Agency Information Collection Activities; Proposed Collection;
Comment Request; Extension: Rule 12d1-4

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\
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\1\ See 15 U.S.C. 80a-12(d)(1), available at <a href="https://www.law.cornell.edu/uscode/text/15/80a-12">https://www.law.cornell.edu/uscode/text/15/80a-12</a>.
\2\ See 17 CFR 270.12d1-4, available at <a href="https://www.ecfr.gov/current/title-17/chapter-II/part-270/section-270.12d1-4">https://www.ecfr.gov/current/title-17/chapter-II/part-270/section-270.12d1-4</a>.
\3\ Rule 12d1-4(c).
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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\
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\4\ 562 acquiring funds that will invest in open-end funds or
UITs in reliance on rule 12d1-4 and beyond the 25% voting threshold
= 5,309 series of management companies relying upon rule 12d1-4 or
statutory exemption per Form N-CEN Items C.7.l and C.7.m (based on
data as of Dec. 2025, as derived from Form N-CEN filings through
Aug. 13, 2026) plus 75 acquiring BDCs (consistent with the prior
renewal, we derive this by multiplying the estimated number of
BDCs--171, based on Form 10-K filings and related amendments in
calendar year 2025--by 44%) and multiplied by 11% of acquiring funds
that invest in at least one open-end fund or UIT beyond the 25%
voting threshold of the rule (as estimated in the prior renewal).
This estimate assumes that acquiring funds with current investments
in other funds beyond the limits of section 12(d)(1) are subject to
rule 12d1-4 at the same rate as the acquiring funds with current
investments in other funds within the limits of section 12(d)(1). We
lack structured data that would allow us to estimate the percentage
of acquiring funds that are within the same group of investment
companies as the acquired fund or the acquiring fund's investment
sub-adviser or any person controlling, controlled by, or under
common control with such investment sub-adviser acts as the acquired
fund's investment adviser or depositor, and thus will be subject to
the rule's voting condition. To avoid underestimating the costs
associated with this aspect of rule 12d1-4, we assume that all the
562 acquiring funds will be subject to the rule's conditions.
\5\ We estimate that most of these funds (550 (= 562-12) funds)
will utilize mirror voting and that 12 funds will utilize pass-
through voting in limited circumstances. In circumstances where all
holders of the outstanding voting securities of the acquired fund
are required by rule 12d1-4 or otherwise under section 12(d)(1) to
mirror vote the securities of the acquired fund, the acquiring fund
may use pass-through instead of mirror voting. It is estimated that
(consistent with the prior renewal) 2.2% of acquiring funds that
will invest in open-end funds or UITs in reliance on rule 12d1-4 and
beyond the 25% voting threshold will use pass-through voting (i.e.,
2.2% of 562 acquiring funds equals 12 funds using pass-through
voting).

[[Page 58493]]

Table 1--Rule 12d1-4(b)(1)(ii) and (iii) Estimates
------------------------------------------------------------------------
Internal annual hour burden
------------------------------------------------------------------------
Mirror voting information collections 6 hours.\1\
[requirement type = recordkeeping].
Number of responses....................... x 550 responses.
-----------------------------
Total annual burden for rule 12d1- 3,300 hours.
4(b)(1)(ii).
------------------------------------------------------------------------
Pass-through voting information 33 hours.\2\
collections [requirement type =
recordkeeping].
Number of responses....................... x 12 responses.
-----------------------------
Total annual burden for rule 12d1- 396 hours.
4(b)(1)(iii).
-----------------------------
Estimated total annual burden......... 3,700 hours.\3\
------------------------------------------------------------------------
Notes:
\1\ Commission staff estimates that, on average, internal counsel for
such funds will spend 3 hours updating proxy voting policies and
disclosures for such funds and 3 hours conducting voting procedures.
The estimated annual hour burden of the collection of information
imposed by the mirror voting provisions is therefore 6 hours per fund.
\2\ Commission staff estimates that, on average, internal counsel for
such funds will spend 3 hours updating proxy voting policies and
disclosures for such funds and 30 hours communicating with
shareholders and voting accordingly. The estimated annual hour burden
of the collection of information imposed by the pass-through voting
provisions is therefore 33 hours per fund.
\5\ 3,300 hours + 396 hours = 3,696 hours. We round the estimated
internal hour burden up to the nearest hundred hours.

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\
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\6\ This estimate is based on the number of acquiring-acquired
fund pairs that do not share the same adviser as indicated in Form
N-PORT data as of Dec. 2025, as derived from Form N-PORT filings
through Aug. 13, 2026 (21,063) and, consistent with the prior
renewal, assumes that 69% of such acquiring-acquired fund pairs will
be subject to rule 12d1-4 (i.e., 14,533 = 21,063 x 0.69).
\7\ This estimate is based on the following calculation: 727 =
14,533 x 0.05.

Table 2--Rule 12d1-4(b)(2)(iv) and (c)(1) Estimates
------------------------------------------------------------------------
Internal annual hour burden
------------------------------------------------------------------------
Negotiating and memorializing necessary 26 hours.\1\
agreements, and associated recordkeeping
(for newly affected funds) [requirement
type = recordkeeping].
Number of responses....................... x 727 responses.
-----------------------------
Total annual burden for newly affected 18,902 hours.
funds.
------------------------------------------------------------------------
Ongoing recordkeeping (for all affected 12 hours.
funds) [requirement type = recordkeeping].
Number of responses....................... x 14,533 responses.
-----------------------------
Total annual burden for all affected 174,396 hours.
funds.
-----------------------------
Total annual burden................... 193,300 hours.\2\
------------------------------------------------------------------------
Notes:
\1\ Commission staff estimates that, on average, newly affected funds
will spend 20 hours negotiating and memorializing the necessary
agreements and 6 hours establishing associated recordkeeping and
policies and procedures. The estimated annual hour burden of the
collections of information associated with fund of funds investment
agreements is therefore 26 hours per fund for newly affected funds.
\2\ 18,902 hours + 174,396 hours = 193,298 hours. We round the estimated
internal hour burden up to the nearest hundred hours.

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.
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\8\ 3,278 acquired management companies that will be subject to
rule 12d1-4 = 4,751 acquired management companies x 69% of acquired
management companies that will be subject to rule 12d1-4 (as
estimated in the prior renewal). Our calculation assumes that the
estimate of acquiring funds that will be subject to rule 12d1-4 is
also applicable to acquired funds. 4,751 acquired management
companies = 3,615 acquired registered investment companies (based on
data as of Dec. 2025, as derived from Form N-PORT filings through
Aug. 13, 2026 x 17,883 registered investment companies (based on
data as of Dec. 2025, as derived from Form N-PORT filings through
Aug. 13, 2026/13,607 management companies (based on data as of Dec.
2025, as derived from Form N-CEN filings through Aug. 13, 2026).
This estimate assumes that acquired management companies with
investments from acquiring funds beyond the limits of section
12(d)(1) will be subject to rule 12d1-4 at the same rate as the
acquired management companies with investments from acquiring funds
within the limits of section 12(d)(1).
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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

[[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\
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\9\ 5,477 acquiring management companies that will be subject to
rule 12d1-4 = 7,937 acquiring management companies (based on data as
of Dec. 2025, as derived from Form N-PORT filings through Aug. 13,
2026) x 69% of acquiring management companies that will be subject
to rule 12d1-4 (consistent with the prior renewal). This estimate
assumes that acquiring management companies with current investments
in other funds beyond the limits of section 12(d)(1) will be subject
to rule 12d1-4 at the same rate as the acquiring management
companies with current investments in other funds within the limits
of section 12(d)(1) following the rule adoption.
\10\ 8,755 = 3,278 + 5,477.

Table 3--Rule 12d1-4(b)(2)(i) and (c)(2) Estimates
[For management companies]
------------------------------------------------------------------------
Internal annual hour burden
------------------------------------------------------------------------
Conducting evaluations and creating, 18 hours.
reviewing, and maintaining required
written materials [requirement type =
recordkeeping].
Number of responses....................... x 8,755 responses.
-----------------------------
Total annual burden................... 157,600 hours\1\.
------------------------------------------------------------------------
Notes:
\1\ 18 hours x 8,755 responses = 157,590 hours. We round the estimated
internal hour burden to the nearest hundred hours.

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\
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\11\ This estimate assumes that there are 1,377 series of UITs
and that 40% of such UITS are acquiring UITs (as estimated in the
prior renewal). The estimate of 1,377 series of UITs is based on
data as of Dec. 2025, as derived from Form N-CEN filings (Items F.18
and F.19) through Aug. 13, 2026.

Table 4--Rule 12d1-4(b)(2)(ii) and (c)(3) Estimates
[For UITs]
------------------------------------------------------------------------
Internal annual hour burden
------------------------------------------------------------------------
Conducting evaluations and creating, 5 hours.
reviewing, and maintaining required
written materials [requirement type =
recordkeeping].
Number of responses....................... x 551 responses.
-----------------------------
Total annual burden....................... 2,800 hours.\1\
------------------------------------------------------------------------
Notes:
\1\ 5 hours x 551 responses = 2,755 hours. We round the estimated
internal hour burden to the nearest hundred hours.

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\
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\12\ 184 acquiring separate accounts that will be subject to
rule 12d1-4 = 413 variable annuity separate accounts registered as
UITs + 239 variable life insurance separate accounts registered as
UITs + 15 management company separate accounts (these figures are
based on data as of Dec. 2025, as derived from Form N-CEN filings
through Aug. 13, 2026)] x 40% of funds that are acquiring funds (as
estimated in the prior renewal) x 69% of acquiring separate accounts
that will be subject to rule 12d1-4 as estimated by a commenter (as
estimated in the prior renewal).

Table 5--Rule 12d1-4(b)(2)(iii) and (c)(4) Estimates
[For separate accounts]
------------------------------------------------------------------------
Internal annual hour burden
------------------------------------------------------------------------
Obtaining certificates and maintaining 4 hours.
records [requirement type =
recordkeeping].
Number of responses....................... x 184 responses.
-----------------------------
Total annual burden................... 700 hours.\1\
------------------------------------------------------------------------
Notes:
1. 4 hours x 184 responses = 736 hours. We round the estimated internal
hour burden to the nearest hundred hours.

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:

[[Page 58495]]

------------------------------------------------------------------------
Annual number Annual time burden
Information collection of responses (hrs.)
------------------------------------------------------------------------
Voting Provisions (see Table 1, 562 3,700
supra)..........................
Fund of Fund Investment 14,533 193,300
Agreements (see Table 2, supra).
Management Company Findings (see 8,755 157,600
Table 3, supra).................
UIT Evaluations (see Table 4, 551 2,800
supra)..........................
Separate Account Certificates 184 700
(see Table 5, supra)............
--------------------------------------
Total........................ 24,585 358,100
------------------------------------------------------------------------

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.
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\13\ $425,700 = ($774 x 1 hour) x 550 funds subject to mirror
voting. We round the estimated additional cost burden to the nearest
ten thousand dollars.
\14\ $9,288 = ($774 x 1 hour) x 12 funds subject to pass-through
voting. We round the estimated additional cost burden to the nearest
ten thousand dollars.
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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\
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\15\ $3,376,188 = [($774 x 2) + ($774 x 4)] x 727 funds newly
subject to the fund of funds investment agreement provisions of the
rule. See footnote 24 for the calculation of funds newly subject to
the rule. We round the estimated additional cost burden to the
nearest ten thousand dollars.
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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
----------------------------------------------------------------------------------------------------------------
Requested total estimated
Additional information collections Annual hour burden Wage rate annual additional cost
(``ICs'') \1\ burden
----------------------------------------------------------------------------------------------------------------
Mirror voting information collections 1 hour x 550 responses = 550 $774 $430,000 \2\
[requirement type = recordkeeping] See hours.
Table 1 supra.
Pass-through voting information 1 hour x 12 responses = 12 774 $10,000 \3\
collections [requirement type = hours.
recordkeeping] See Table 1 supra.
Negotiating and memorializing necessary 6 hours x 727 responses = 774 $3,380,000 \4\
agreements, and associated recordkeeping 4,362 hours.
(for newly affected funds) [requirement
type = recordkeeping] See Table 2 supra.
----------------------------------------
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,
<a href="https://www.bls.gov/oes/">https://www.bls.gov/oes/</a>; see also Standard Occupational Classification, U.S. BUREAU OF LABOR STATISTICS,
<a href="https://www.bls.gov/soc/">https://www.bls.gov/soc/</a> (describing occupational classification system used by BLS); EXEC. OFF. OF THE
PRESIDENT, OFF. OF MGMT. & BUDGET, NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM (2022), available at <a href="https://www.census.gov/naics/reference_files_tools/2022_NAICS_Manual.pdf">https://www.census.gov/naics/reference_files_tools/2022_NAICS_Manual.pdf</a> (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, <a href="https://www.bls.gov/eci/">https://www.bls.gov/eci/</a>. 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, <a href="https://www.bea.gov/data/industries/gross-output-by-industry">https://www.bea.gov/data/industries/gross-output-by-industry</a> industry; Occupational Employment and Wage Statistics, U.S. BUREAU OF LABOR STATISTICS, <a href="https://www.bls.gov/oes/">https://www.bls.gov/oes/</a> oes/. The final product is the occupational hourly rate. See generally UPDATED METHODOLOGY FOR CALCULATING
OCCUPATIONAL HOURLY RATES (Dec. 19, 2025), available at <a href="https://www.sec.gov/files/method-occupational-hourly-rates.pdf">https://www.sec.gov/files/method-occupational-hourly-rates.pdf</a>.
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

[[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
<a href="/cdn-cgi/l/email-protection#4d1d2c3d283f3a223f261f2829382e392422230c2e390d3e282e632a223b"><span class="__cf_email__" data-cfemail="287849584d5a5f475a437a4d4c5d4b5c414746694b5c685b4d4b064f475e">[email&#160;protected]</span></a> by November 16, 2026.

Dated: September 10, 2026.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-18817 Filed 9-14-26; 8:45 am]
BILLING CODE 8011-01-P

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