SEC - Proposed Collection of Information for Rule 17a-7

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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
under rule 17a-7 [17 CFR 270.17a-7]. (1) Rule 17a-7, as subsequently amended on several occasions, provides an exemption from section 17(a) of the Act for purchases
and sales of securities between funds that are affiliated persons (2) (“first-tier affiliate”) of a registered investment company (“fund”) or an affiliated person of that first-tier affiliate
(“second-tier affiliate”), or between a fund and a first- or second-tier affiliate other than another fund, when the affiliation
arises solely because of a common investment adviser (or advisers that are affiliated persons of each other), director, or
officer. The exemption is subject to conditions intended to eliminate the likelihood of overreaching. The rule permits funds
and other companies under common management to trade securities with each other and thus to avoid brokerage commissions. (3) The rule also limits the prices at which purchase and sale transactions may occur, to prevent inequitable pricing practices
that could harm a participating fund. (4)

Rule 17a-7(e) requires the board of directors of a fund to make, adopt, and approve changes to procedures reasonably designed
to ensure that the conditions of the rule have been satisfied for purchases and sales effected in reliance on the rule. In
addition, the rule requires that the fund maintain and preserve permanently a written copy of the procedures adopted by the
board. Under the rule, the board is required to determine, at least on a quarterly basis, that all affiliated transactions
effected during the preceding quarter in reliance on the rule were made in compliance with these established procedures. The
rule requires the fund to maintain written records of this board determination and each rule 17a-7 transaction for a period
of not less than six years. (5) The Commission's examination staff uses these records to evaluate for compliance with the rule. Compliance with rule 17a-7
is required to obtain or retain benefits.

We estimate that approximately 446 funds use rule 17a-7 to make cross trades annually. (6) Based on conversations with fund representatives and the Commission's experience with the use of rule 17a-7, we estimate that
the recordkeeping burden of compliance with rule 17a-7 is approximately 5 hours per respondent. This time is spent, for example,
maintaining various records of rule 17a-7 transactions and materials connected to the board's determination of compliance.
Accordingly, we calculate the total estimated annual internal burden of complying with rule 17a-7 to be approximately 2,230
hours. We estimate the annual external costs to be $1,659,120.

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 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 PaperworkReductionAct@sec.gov by May 26, 2026. There will be a second opportunity to comment on this SEC request following the
Federal Register
publishing a 30-Day Submission Notice.

Dated: March 24, 2026. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2026-05891 Filed 3-25-26; 8:45 am] BILLING CODE 8011-01-P

Footnotes

(1) See Exemption of Certain Purchase or Sale Transactions Between Affiliated Registered Investment Companies; Investment Company
Act Release No. 4697 (Sept. 8, 1966) [31 FR 12092 (Sept. 16, 1966)].

(2) Under section 2(a)(3) of the Act, “affiliated person” of another person means:

“(A) any person directly or indirectly owning, controlling, or holding with power to vote, 5 per centum or more of the outstanding
voting securities of such other person; (B) any person 5 per centum or more of whose outstanding voting securities are directly
or indirectly owned, controlled, or held with power to vote, by such other person; (C) any person directly or indirectly controlling,
controlled by, or under common control with, such other person; (D) any officer, director, partner, copartner, or employee
of such other person; (E) if such other person is an investment company, any investment adviser thereof or any member of an
advisory board thereof; and (F) if such other person is an unincorporated investment company not having a board of directors,
the depositor thereof.”

(3) See rule 17a-7(d).

(4) See rule 17a-7(b).

(5) Rule 17a-7(g) requires the written record of the affiliated transaction to include the following information: a description
of the security purchased or sold, the identity of the person on the other side of the transaction, the terms of the purchase
or sale transaction, and the information or materials upon which the board determined that the purchase or sale complied with
the procedures set by the board.

(6) This estimate is based on the average of the number of active registrants/trusts as of December 2023, 2024, and 2025 that
indicated on Form N-CEN filings received through March 15, 2026 that at least one of their funds/series rely on rule 17a-7.

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