
[Federal Register: December 31, 2008 (Volume 73, Number 251)]
[Notices]               
[Page 80447]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr31de08-97]                         

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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 500 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 additional time burdens.
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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.
    Please direct general comments regarding the above information to 
the following persons: (i) Desk Officer for the Securities and Exchange 
Commission, Office of Management and Budget, Room 10102, New Executive 
Office Building, Washington, DC 20503 or send an email to: Shagufta_
Ahmed@omb.eop.gov ; and (ii) Charles Boucher Director/CIO, Securities 
and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, 
Alexandria, VA 22312; or send an e-mail to: PRA_Mailbox@sec.gov. 
Comments must be submitted to OMB within 30 days of this notice.

    Dated: December 22, 2008.
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-31085 Filed 12-30-08; 8:45 am]

BILLING CODE 8011-01-P
