Rule 12d3-1, Exemption of acquisitions of securities issued by persons engaged in securities related businesses

Forms and Documents

Document Name	Status
20250715_3235-0561_2025-13242_90 FR 31714_30-Day Submission Notice.pdf.pdf Supplementary Document	2025-07-15
2025 04 18_90 FR 16582_3235-0561_60-Day Collection Notice.pdf Supplementary Document	2025-04-18
Supporting Statement_Rule 12d3-1 (2025).pdf Supporting Statement A	2025-04-10

IC Document Collections

IC ID	Document Title	Status
35395	Exemption of acquisitions of securities issued by persons engaged in securities related businesses	Modified

ICR Details

OMB Control No: 3235-0561	ICR Reference No: 202504-3235-006
Status: Received in OIRA	Previous ICR Reference No: 202205-3235-045
Agency/Subagency: SEC	Agency Tracking No: IM
Title: Rule 12d3-1, Exemption of acquisitions of securities issued by persons engaged in securities related businesses
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular	Date Submitted to OIRA: 07/15/2025

	Requested	Previously Approved
Expiration Date	36 Months From Approved	09/30/2025
Responses	49	285
Time Burden (Hours)	37	214
Cost Burden (Dollars)	0	0

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Abstract: Rule 12d3-1 (17 CFR 270.12d3-1) under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) creates exemptions that allow registered investment companies ("funds") to acquire securities issued by persons engaged in securities-related businesses, which would otherwise be prohibited under Section 12(d)(3) of the Act. The rule permits funds to invest in companies that derive 15 percent or less of their gross revenues from securities activities without ownership limits, and allows investments in companies deriving more than 15 percent from securities activities subject to specific ownership caps (no more than 5 percent of any equity class, 10 percent of debt securities, and 5 percent of the fund's total assets in any single issuer), while prohibiting investments in securities issued by the fund's promoters, underwriters, investment advisers, or their affiliates, except for subadviser securities under strict conditions requiring advisory contract provisions that prevent consultation between subadvisers and limit their advisory responsibilities to discrete portfolio portions. The SEC needs this information to monitor compliance with these investment restrictions and ensure proper fund governance, using the collected data for regulatory oversight, examination, and enforcement purposes. This regulation primarily imposes recordkeeping requirements and internal governance obligations on investment companies, with information maintained for internal compliance purposes and made available to the SEC during examinations, while fund shareholders and the public benefit from the enhanced investor protections these restrictions provide.

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Authorizing Statute(s): US Code: 15 USC 80a Name of Law: Investment Company Act of 1940
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

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Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	90 FR 16582	04/18/2025
30-day Notice:	Federal Register Citation:	Citation Date:
	90 FR 31714	07/15/2025
Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Exemption of acquisitions of securities issued by persons engaged in securities related businesses

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ICR Summary of Burden

	Total Request	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	49	285	0	0	-236	0
Annual Time Burden (Hours)	37	214	0	0	-177	0
Annual Cost Burden (Dollars)	0	0	0	0	0	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: Rule 12d3-1 has a current annual burden of 214 hours. We estimate the hour burden associated with rule 12d3-1 has decreased to 37 hours due to a change in our estimate of the number of funds using subadvisers, for a total decrease of 177 hours. The external cost burden has not changed.

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Annual Cost to Federal Government: $0

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 07/15/2025

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