SEC seeks comments on extending Rule 12d1-4 information collection

On September 15, 2026, the Securities and Exchange Commission published a notice (FR Doc No. 2026-18817, OMB Control No. 3235-0639) soliciting public comment on a proposed extension of the information-collection requirements of Rule 12d1-4, 17 CFR 270.12d1-4.

The rule permits certain registered funds and business development companies ("acquiring funds") to own shares of other registered funds and BDCs ("acquired funds") beyond the 25 percent voting threshold without an exemptive order, provided they meet record-keeping conditions. Commission staff estimate that 562 acquiring funds will be subject to the voting-provision requirements; 550 are expected to use mirror voting and 12 pass-through voting. The agency projects an internal annual burden of 6 hours per mirror-voting fund (total 3,300 hours) and 33 hours per pass-through voting fund (total 396 hours), rounded to 3,700 hours for the voting provisions.

For the fund-of-funds investment-agreement provision, staff estimate that 14,533 acquiring-acquired fund pairs lack a common investment adviser and therefore must enter into written agreements. Of those, 727 funds (5 percent) are projected to be newly subject to the rule each year. The notice assigns a 26-hour annual burden to each newly affected fund (total 18,902 hours) and a 12-hour ongoing burden to each of the 14,533 affected funds (total 174,396 hours), rounded to an overall burden of 193,300 hours.

Funds relying on the rule must retain the required records for at least five years, with the first two years kept in an easily accessible location. Because Rule 12d1-4 is an exemptive rule, compliance with the collection is voluntary; funds may choose not to rely on the rule.

Comments must be submitted in accordance with the procedures outlined in the notice. Copies of the supporting documentation are available from the SEC Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736.