[Federal Register Volume 76, Number 216 (Tuesday, November 8, 2011)]
[Notices]
[Page 69305]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-28908]
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SECURITIES AND EXCHANGE COMMISSION
Submission for OMB Review; Comment Request
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of Investor Education and Advocacy, Washington, DC
20549-0213.
Extension:
Rule 3a-8, SEC File No. 270-516, OMB Control No. 3235-0574.
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 (``Commission'') has submitted to the Office of Management
and Budget a request for extension of the previously approved
collection of information discussed below.
Rule 3a-8 (17 CFR 270.3a-8) of the Investment Company Act of 1940
(15 U.S.C. 80a) (the ``Act''), serves as a nonexclusive safe harbor
from investment company status for certain research and development
companies (``R&D companies'').
The rule requires that the board of directors of an R&D company
seeking to rely on the safe harbor adopt an appropriate resolution
evidencing that the company is primarily engaged in a non-investment
business and record that resolution contemporaneously in its minute
books or comparable documents.\1\ An R&D company seeking to rely on the
safe harbor must retain these records only as long as such records must
be maintained in accordance with state law.
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\1\ Rule 3a-8(a)(6) (17 CFR 270.3a-8(6)).
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Rule 3a-8 contains an additional requirement that is also a
collection of information within the meaning of the PRA. The board of
directors of a company that relies on the safe harbor under rule 3a-8
must adopt a written policy with respect to the company's capital
preservation investments. We expect that the board of directors will
base its decision to adopt the resolution discussed above, in part, on
investment guidelines that the company will follow to ensure its
investment portfolio is in compliance with the rule's requirements.
The collection of information imposed by rule 3a-8 is voluntary
because the rule is an exemptive safe harbor, and therefore, R&D
companies may choose whether or not to rely on it. The purposes of the
information collection requirements in rule 3a-8 are to ensure that:
(i) The board of directors of an R&D company is involved in determining
whether the company should be considered an investment company and
subject to regulation under the Act, and (ii) adequate records are
available for Commission review, if necessary. Rule 3a-8 would not
require the reporting of any information or the filing of any documents
with the Commission.
Commission staff estimates that there is no annual recordkeeping
burden associated with the rule's requirements. Nevertheless, the
Commission requests authorization to maintain an inventory of one
burden hour for administrative purposes.
Commission staff estimates that approximately 1,851 R&D companies
may rely on rule 3a-8. Given that the board resolutions and investment
guidelines will generally need to be adopted only once (unless relevant
circumstances change),\2\ the Commission believes that all the
companies that rely on rule 3a-8 adopted their board resolutions and
established written investment guidelines in 2003 when the rule was
adopted. We expect that newly formed R&D companies would adopt the
board resolution and investment guidelines simultaneously with their
formation documents in the ordinary course of business.\3\ Therefore,
we estimate that rule 3a-8 will not create an additional time burden.
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\2\ In the event of changed circumstances, the Commission
believes that the board resolution and investment guidelines will be
amended and recorded in the ordinary course of business and would
not create additional time burdens.
\3\ In order for these companies to raise sufficient capital to
fund their product development stage, we believe they will need to
present potential investors with investment guidelines. Investors
would want to be assured that the company's funds are invested
consistent with the goals of capital preservation and liquidity.
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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 the background documentation for this
information collection at the following Web site, http://www.reginfo.gov. Comments should be directed to: (i) Desk Officer for
the Securities and Exchange Commission, Office of Information and
Regulatory Affairs, Office of Management and Budget, Room 10102, New
Executive Office Building, Washington, DC 20503, or by sending an email
to: [email protected]; and (ii) Thomas Bayer, Director/Chief
Information Officer, Securities and Exchange Commission, c/o Remi
Pavlik-Simon, 6432 General Green Way, Alexandria, VA 22312 or send an
email to: [email protected]. Comments must be submitted to OMB
within 30 days of this notice.
Dated: November 3, 2011.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-28908 Filed 11-7-11; 8:45 am]
BILLING CODE 8011-01-P